NATIONAL HOME HEALTH CARE CORP.
                        SAVINGS AND STOCK INVESTMENT PLAN
























                            AS AMENDED AND RESTATED
                             EFFECTIVE APRIL 1, 1997








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                         NATIONAL HOME HEALTH CARE CORP.
                        SAVINGS AND STOCK INVESTMENT PLAN




                                TABLE OF CONTENTS




                                                                            Page

Preamble

Section 1   - Definitions ....................................................1
Section 2   - Membership .....................................................8
Section 3   - Crediting of Service ..........................................10
Section 4   - Voluntary Contributions .......................................14
Section 5   - Contributions .................................................15
Section 6   - Benefits ......................................................23
Section 7A- Investment and Valuation of Account A ...........................25
Section 7B- Termination and Valuation of Accounts B and C....................27
Section 8   - Withdrawals Prior To Separation From Service ..................28
Section 9   - Manner of Payment .............................................30
Section 10 - Administration of Plan .........................................34
Section 11 - Management of Trust Fund .......................................39
Section 12 - Miscellaneous Provisions .......................................40
Section 13 - Non-Alienation of Benefits .....................................43
Section 14 - Amendments .....................................................44
Section 15 - Construction ...................................................45
Section 16 - Trust Agreement and Exhibits ...................................46
Exhibit A  -  Participating Employers ........................................A
Exhibit B  -  Top-Heavy ......................................................B
Exhibit C  -  Trust Agreement ................................................C
Exhibit D  -  Loans to Members ...............................................D




<PAGE>



                        NATIONAL HOME HEALTH CARE CORP.
                       SAVINGS AND STOCK INVESTMENT PLAN


                                    PREAMBLE
                                    --------

       Effective March 1, 1986, National Home Health Care Corp. (the "Employer")
established a defined  contribution plan, known as the National Home Health Care
Corp.  Savings and Stock  Investment  Plan (the  "Plan") in  recognition  of the
contribution  made to its  successful  operation  by its  employees  and for the
exclusive benefit of its eligible employees.

       Effective  January 1, 1993,  the Plan was  amended  and  restated  in its
entirety.

       In this  document the Plan is again amended and restated in its entirety.
All of the provisions set forth in the Plan are effective April 1, 1997,  unless
another effective date is indicated.




<PAGE>



                        NATIONAL HOME HEALTH CARE CORP.
                       SAVINGS AND STOCK INVESTMENT PLAN
                       ---------------------------------


SECTION 1 - DEFINITIONS

       1.01  "Account"  or "Accrued  Benefit"  means a Member's  interest in the
assets of the Trust Fund as represented by the value of his Account A, Account B
and Account C, which values shall be determined as of any Valuation Date.

              (a)  "Account A" means  those  assets  attributable  to a Member's
Tax-Deferred   Contributions,   Qualified  Matching   Contributions,   Qualified
Non-Elective   Contributions   and  pre   April  1,   1997   Employer   Matching
Contributions.

              (b)  "Account  B" means  those  assets  attributable  to  Employer
Matching Contributions made on and after April 1, 1997.

              (c)  "Account  C" means  those  assets  attributable  to  Employer
Discretionary Contributions.

       1.02 (a) "Actual Deferral Percentage" means, for any Member, the ratio of
such Member's  Tax-Deferred  Contributions to such Member's  Compensation.  With
respect to any Member who elects not to make any Tax-Deferred Contributions, his
Actual Deferral Percentage shall be zero.

              (b) "Actual Deferral  Percentage Test" means the test described in
Section 5.02 hereof.

       1.03 "Average Actual Deferral Percentage" means the average of the Actual
Deferral Percentages of all Members for a given Plan Year.

       1.04 (a) "Actual  Contribution  Percentage"  means,  for any Member,  the
ratio of the Employer Matching Contributions  allocated to such Member's Account
B during a given Plan Year to such  Member's  Compensation.  With respect to any
Member who does not have any Employer  Matching  Contributions  allocated to his
Account for a Plan Year, his Actual Contribution Percentage shall be zero.

              (b) "Actual Contribution Percentage Test" means the test described
in Section 5.03 hereof.

       1.05 "Average Actual  Contribution  Percentage"  means the average of the
Actual Contribution Percentages of all Members for a given Plan Year.




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       1.06  "Allocation  Date" means  December  31,  1997 and each  anniversary
thereof.

       1.07 "Applicable Law" means the Code or ERISA, as hereinafter defined.

       1.08 "Beneficiary" means the person or persons (including a trust, or the
estate of the Member)  designated by the Member to receive the balance,  if any,
of the  Member's  Account  upon  the  Member's  death,  either  before  or after
retirement.  In  addition to  designating  a primary  Beneficiary,  a Member may
designate a secondary  Beneficiary to receive the death benefit in the event the
primary Beneficiary does not qualify or survive. If the deaths of the Member and
his  Beneficiary  occur  within 30 days of one another as the result of a common
disaster,  the Member shall be deemed to have survived his  Beneficiary  for all
purposes  of the Plan.  If no  Beneficiary  has been  designated,  or if for any
reason no person designated as a Beneficiary survives the Member or qualifies as
a Beneficiary, any death benefit payable hereunder upon the Member's death shall
be paid in a lump sum to the spouse of the Member, and if there is no spouse, to
the Member's estate.

       If the  designated  Beneficiary  survives  the  Member  but  dies  before
receiving the entire death benefit  otherwise payable (and he is not survived by
a secondary Beneficiary,  or the secondary Beneficiary also dies), the remainder
shall be paid in a lump  sum,  to the  estate of the last  surviving  designated
Beneficiary.

        Notwithstanding   the  foregoing,   with  respect  to  any   beneficiary
designation the spouse of the Member shall be the primary Beneficiary unless the
spouse of the Member consents to the naming of another primary Beneficiary. Such
consent shall be in writing,  shall acknowledge the effect of such consent,  and
shall  be  witnessed  by a  notary  public;  provided,  however,  that  if it is
established to the  satisfaction  of the Committee that the spouse of the Member
cannot be located,  such consent will not be  required.  Any such consent  shall
only be effective  with  respect to the spouse who gives the  consent.  Once the
spouse has  consented,  the Member  may  change his  Beneficiary  at any time by
filing with the Committee a new Beneficiary designation on a Prescribed Form.

       1.09      "Board" means the Board of Directors of the Company.

       1.10  "Break in  Service"  means a Break in Service as defined in Section
3.03.

       1.11 "Code" means the  Internal  Revenue Code of l986 as it now exists or
may from time to time be amended.

       1.12  "Committee"  means  the  Administrative  Committee  referred  to in
Section 10 hereof.

       1.13 (a) "Company"  means  National Home Health Care Corp., a corporation
organized under the laws of the State of Delaware, and any organization which is
a successor thereto.

              (b) "Company Stock" means the common stock of the Company.



                                       2
<PAGE>


       1.14 (a)  "Compensation"  means, with respect to any Plan Year, the total
remuneration  paid to an  Employee  during  such  Plan Year and  reportable  for
purposes of Federal Tax Form W-2,  plus any  contributions  made to Account A by
such Employee during such Plan Year.

              (b)(1) In addition to other  applicable  limitations  set forth in
the Plan, and  notwithstanding any other provisions of the Plan to the contrary,
the annual Compensation of each Employee taken into account under the Plan shall
not  exceed  the OBRA  '93  annual  compensation  limit.  The  OBRA  '93  annual
compensation limit is $150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance  with Section  401(a)(17)(B)  of the Code.  The
cost-of-living  adjustment  in effect for a calendar year applies to any period,
not exceeding 12 months,  over which  compensation is determined  (determination
period)  beginning in such calendar year. If a determination  period consists of
fewer than 12 months, the OBRA '93 annual  compensation limit will be multiplied
by a  fraction,  the  numerator  of  which  is  the  number  of  months  in  the
determination period, and the denominator of which is 12.

              (2) Any  reference in this Plan to the  limitation  under  Section
401(a)(17)  of the Code shall mean the OBRA '93  annual  compensation  limit set
forth in this provision.

              (3) If Compensation  for any prior  determination  period is taken
into account in determining an Employee's  benefits accruing in the current Plan
Year, the  Compensation  for that prior  determination  period is subject to the
OBRA '93  annual  compensation  limit in  effect  for that  prior  determination
period. For this purpose,  for determination  periods beginning before the first
day of the first Plan Year  beginning on or after January 1, 1994,  the OBRA '93
annual compensation limit is $150,000.

       1.15 "Deferred  Retirement"  means the continued  employment of an Active
Member after his Normal Retirement Date.

       1.16   (a) "Effective Date" means March 1, 1986.

              (b) "Amendment Date" means April 1, 1997.

       1.17 (a) "Employee"  means any person  employed by the Company.  Employee
shall also include any Leased  Employee  deemed to be an Employee as provided in
Sections 414(n) or (o) of the Code, but only to the extent necessary to meet the
requirements of the provisions set forth in Section 414(n)(3) of the Code.

              (b) "Eligible Employee" means an Employee who is not an Ineligible
Employee.

              (c) "Ineligible  Employee" means an Employee who is ineligible for
membership  in the Plan  because  the  Employee  is covered  under a  collective
bargaining agreement entered into by his employer and employee  representatives,
between whom retirement benefits were the subject the



                                       3
<PAGE>



subject of good faith bargaining,  unless such agreement  expressly provides for
the coverage of Employee under this Plan.

              (d) "Highly  Compensated  Employee"  means,  effective  January 1,
1997:

                     (1) an  Employee  who is a  5-Percent  Owner (as defined in
Section 416 of the Code) during the Plan Year or the preceding Plan Year; or

                     (2) an Employee who,  during the preceding  Plan Year,  had
Code Section 415(c)(3) Compensation in excess of $80,000.

                     (3) If the Employer so elects, in accordance with rules and
procedures  promulgated  by the  Secretary of the Treasury,  Highly  Compensated
Employees  listed in (2) above shall be limited to those  Employees  in the "top
paid group"  (defined for these purposes as the top 20% of Employees when ranked
on the bases of Code Section 415  Compensation  for the year,  determined  after
excluding those Employees described in Code Section 414(q)(5), (8) and (9).

                     (4)  The  determination  of  who  is a  Highly  Compensated
Employee  shall  be  made  in  accordance  with  Code  Section  414(q)  and  the
Regulations promulgated thereunder.

              (e) "Non-Highly  Compensated Employee" means any Eligible Employee
who meets the  requirements of Section 2.01 and who is not a Highly  Compensated
Employee.

       1.18 (a) "Employer" means each of the following business entities (except
that,  in adopting  the Plan for the  benefit of its  employees,  such  business
entity may limit the  application  of the Plan to one or more of its  divisions,
locations or operations):

                     (1) the Company;

                     (2) any  subsidiary,  affiliated or associated  corporation
(or  a  partnership  or  sole  proprietorship)  or  other  Related  Company,  as
hereinafter  defined,  which elects to  participate  herein  pursuant to Section
l2.05; and

                     (3) any predecessor thereof or successor thereto.

       Exhibit  A hereof  shall  contain a list of all  participating  Employers
indicating, for each such Employer, its name and date of participation,  and any
special provisions with respect to the recognition or nonrecognition of previous
employment  with such Employer as Service under this Plan, and any other special
provisions.

       1.19 (a) "Employer Discretionary  Contribution" means a contribution made
by an Employer pursuant to Section 5.01 and allocated pursuant to Section 5.04.




                                       4
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              (b) "Employer Matching  Contribution" means a contribution made by
an Employer pursuant to Section 5.01 and allocated pursuant to Section 5.03.

       1.20 "Entry Date" means the first day of each calender quarter.

       1.21 "ERISA" means the Employee Retirement Income Security Act of l974 as
it now exists or may from time to time be amended.

       1.22 "Hour of  Service"  means the unit of Service  with an  Employer  as
described in Section 3.0l.

       1.23 (a) "Member"  means any person who is included in the  membership of
this Plan as  provided  in Section  2, and who is  currently  an Active  Member,
Inactive Member, Retired Member, Disabled Member or a Suspended Member.

              (b) "Active  Member" means a Member who is working for an Employer
and who is an Eligible Employee.

              (c)  "Inactive   Member"  means  a  Member  whose  employment  has
terminated and who is entitled to, but has not commenced to receive, benefits in
accordance with the provisions of Section 6.03.

              (d)  "Retired  Member"  means a Member who has retired  under this
Plan in accordance  with its  provisions  and has not as yet received all of the
payments  due to him from his  Account,  and shall  include a formerly  Inactive
Member from the time he commences receiving benefits.  The term "Retired Member"
shall include a Disabled Member, except where the context shall clearly indicate
to the contrary.

              (e) "Disabled  Member" means a Retired  Member who is disabled and
who is  receiving or is entitled to receive the value of his Account as provided
in Section 6.02.

              (f)  "Suspended  Member"  means a previously  Active Member who is
still  working for an Employer and has not incurred a Break in Service,  but who
has become an Ineligible Employee.

       1.24 "Military  Service" means a leave of absence from active  employment
of an Employer  during  which the Employee was in the Armed Forces of the United
States of America if, after  termination of such service,  the Employee reenters
the employ of an Employer  during the period while his  reemployment  rights are
protected by law without any intervening employment elsewhere.

       In the event a person in Military  Service  fails to return to the employ
of an Employer,  as provided herein, he shall be considered as having terminated
his employment as of the commencement of such Military Service.



                                       5
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       1.25      "Named Fiduciary" means:

              (a) with respect to the  administration of the terms of this Plan,
other  than  the  review  procedure   described  in  Section  l0.02(c)  and  the
administration of the Trust Fund, the Committee;

              (b) with  respect  to the  review  procedure  detailed  in Section
l0.02(c), the reviewer appointed pursuant thereto; and

              (c) with  respect to the  administration  of the Trust  Fund,  the
Trustee.

       1.26 "Normal  Retirement  Age" means the Member's 65th birthday.  "Normal
Retirement Date" means the first day of the calendar quarter  coinciding with or
next following the Member's attainment of his Normal Retirement Age..

       1.27  "Permitted  Leave"  means  any  leave  of  absence  approved  by an
Employer,  for a period which shall not be in excess of two years, provided that
upon  termination of such leave of absence the Employee  promptly returns to the
employ of an  Employer,  without  intervening  employment  (other than  Military
Service),  except with the consent of an  Employer.  In the granting of any such
leave,  an  Employer  shall act in a uniform and  nondiscriminatory  manner with
respect to all Employees similarly situated.

              In the event a person on  Permitted  Leave  fails to return to the
employ of an Employer,  as provided  herein,  he shall be  considered  as having
terminated his employment as of the commence ment of the Permitted Leave.

       1.28 "Plan" means the National  Home Health Care Corp.  Savings and Stock
Investment Plan as described herein, and as it may from time to time be amended,
which Plan is  intended to be a profit  sharing  plan  pursuant to the  relevant
provisions of the Code.

       1.29       "Plan Administrator" means the Committee.

       1.30 "Plan Year"  means,  effective  January 1, 1997,  a 12-month  period
beginning on January 1st and ending on the next  succeeding  December  31st. The
Plan Year shall be the  limitation  year for purposes of Section 415 of the Code
and Section 5.05 hereof.

       1.31  "Prescribed  Form" means an  administrative  form prepared and made
available by the  Committee,  which is  prescribed  by the  Committee for use in
applying for a benefit or in filing an elec tion with respect to a benefit under
this Plan.

       1.32 (a) "Qualified  Matching  Contribution"  means an Employer  Matching
Contribution  that  is  allocated  to a  Member's  Account  A  for  purposes  of
satisfying the Actual Deferral  Percentage  Test and/or the Actual  Contribution
Percentage Test, as determined by the Committee.



                                       6
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              (b)  "Qualified  Non-Elective  Contributions"  means any  Employer
contribution  other than a  Tax-Deferred  Contribution  or an Employer  Matching
Contribution  that is allocated to a Member's Account A or B for purposes of the
Actual Contribution Percentage Test and the Actual Deferral Percentage Test.

       1.33 "Related Company" means any business entity which, together with the
Employer is:

              (a) Included within a "Controlled  Group of  Corporations",  under
Section 4l4(b) of the Code;

              (b) Included  within a commonly  controlled  group,  under Section
4l4(c) of the Code;

              (c) Included in an affiliated  service group under Section  4l4(m)
of the Code;

              (d)  Required to be  aggregated  with the Employer  under  Section
414(o) of the Code.

       "Related  Company"  includes any  division,  location or operation of any
Employer not included in Exhibit A.

       For  purposes of Section  5.05,  the  determination  of whether a Related
Company is included in a  "Controlled  Group of  Corporations"  shall be made by
substituting  the  phrase  "more  than 50  percent"  for the phrase "at least 80
percent" whenever it appears in Section 1563(a)(1) of the Code.

       1.34  "Service"  and all terms  related  thereto  shall have the meanings
described in Section 3.

       1.35 "Tax-Deferred  Contributions"  means a contribution made by means of
payroll deduction pursuant to Section 5.02(a).

       1.36 (a) "Trust  Fund" means all the assets which are held by the Trustee
for the purposes of this Plan.

              (b) "Fund" or "Funds" mean the investment  vehicles made available
to Members, as described in Section 7.01.

       1.37 "Trustee" means the Trustee or Trustees named in the Trust Agreement
referred  to in Section 11 hereof and any  additional  or  successor  Trustee or
Trustees  from time to time  acting as Trustee of the Trust Fund as  provided in
Section  11.02.  "Trustee"  shall be deemed to refer to the plural as well as to
the singular, except where the context otherwise requires.

       1.38 "Valuation Date" means the last day of each calendar quarter.




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       1.39  "Year of  Service"  means  certain  Service  with the  Company,  as
described in Section 3.0l(c).

SECTION 2  MEMBERSHIP
---------------------

       2.01 Eligibility Requirements:

              Every  Eligible  Employee  who is a  Member  of the Plan as of the
Amendment Date shall continue as a Member.

              On and after the  Amendment  Date,  each other  Eligible  Employee
shall become a Member on the Entry Date  coincident  with or next  following the
date he shall  have  attained  age  twenty-one  (21) and  completed  one Year of
Service.

              Notwithstanding  the  foregoing,  any  Eligible  Employee  who was
employed by the  Company on March 31, 1997 shall  become a Member of the Plan on
the  earlier  of the  January  1 or July 1  coincident  with  or next  following
attainment of age eighteen (18) and completion of six (6) consecutive  months of
service  with the  Company  or, if  earlier,  the date he would  become a Member
pursuant to the preceding paragraph.

              Each  Eligible  Employee  upon  becoming a Member  shall be deemed
conclusively, and for all purposes, to have assented to the terms and provisions
of this Plan and shall be bound thereby.

              Every Eligible  Employee  shall be notified of his  eligibility by
his Employer and shall designate in writing, on a Prescribed Form filed with the
Committee, a Beneficiary or Beneficiaries to receive the balance in the Member's
Account,  if any, in the event that the death of the Member  should occur before
such entire balance has been paid to the Member.

       2.02   Change in Employment Status:

              (a) Change From Eligible to Ineligible Status. If an Active Member
becomes an  Ineligible  Employee  because of a change in his  employment  status
(including  a  transfer  to the  employ  of a  Related  Company  which is not an
Employer), he shall not be deemed to have incurred a Break in Service, but shall
become  and shall  remain a  Suspended  Member for so long as he remains in such
status, and the following special provisions shall apply:

                     (1) The Active  Member who becomes an  Ineligible  Employee
because of a change in his employment  status shall become a Suspended Member as
of the date of his change in status.

                     (2) While he is a Suspended  Member, he shall retain credit
for  Vesting  Service  earned  prior to  becoming  a  Suspended  Member  and his
continued employment with such



                                       8
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Related Company while a Suspended Member shall be counted as part of his Vesting
Service to the extent that the requirements of Section 3.02 are satisfied.

                     (3)  His  Accounts   shall   continue  to  be  revalued  in
accordance  with Section 7.03 but he shall no longer share in the  allocation of
any  contributions  or  forfeitures  unless and until he again becomes an Active
Member.

                     (4) When a Suspended Member's employment terminates for any
reason,  including  retirement or death, he (or, in the event of his death,  his
Beneficiary)  shall be entitled to the benefits  provided  under the  applicable
provisions of Section 9.

              (b) Change from Ineligible to Eligible Status. If a person who has
been an Ineligible  Employee becomes an Eligible Employee because of a change in
his  employment  status  (including a transfer to an Employer from the employ of
the Company or from a Related  Company which is not an Employer),  the following
special provisions shall apply:

                     (1) His prior employment while an Ineligible Employee shall
be counted as part of his Service for  eligibility  purposes.  After becoming an
Eligible Employee he shall become an Active Member as of the first Entry Date on
which he satisfies the requirements of Section 2.0l; provided,  however, that if
he was previously an Active Member in the Plan, he shall  automatically  be come
an Active Member as of the date on which he becomes an Eligible Employee.

                     (2) His prior employment while an Ineligible Employee shall
be counted as part of his Vesting Service to the extent that the requirements of
Section 3.02 are  satisfied (or would have been  satisfied  had such  employment
been with an Employer).

              (c) Transfer Between Employers.  In the event that a Member leaves
the  employ  of one  Employer  to enter  directly  into the  employ  of  another
Employer, he shall not be deemed to have terminated his membership hereunder but
shall be considered  for all purposes of this Plan  thereafter as an Employee of
the  succeeding  Employer from the date of such transfer.  Any such  transferred
Member shall receive credit for his aggregate Service with all Employers.

SECTION 3  CREDITING OF SERVICE
-------------------------------

       3.0l   Service in General:

              (a) The term "Service" means employment with an Employer. However,
the  determination of whether and to what extent "Service"  includes  employment
with any  business  entity  prior to the  date on  which it  became  part of the
Company  or a Related  Company  shall be made by  reference  to the  portion  of
Exhibit A hereof applicable to such entity.

              (b) Terms such as "employment with an Employer",  "Service with an
Employer" and "working for an Employer" shall include  employment with a Related
Company which is not an



                                       9
<PAGE>



Employer,  but only for the purpose of determining an Employee's eligibility for
membership in the Plan, or his  eligibility  for benefits under the Plan,  under
the limited circumstances described in Section 2.02.

              (c) The term "Year of Service" means a l2-month computation period
during which an Employee completes not less than l,000 Hours of Service.

                     (1) For eligibility purposes,  the computation period shall
be the twelve (12) month period commencing on an Eligible Employee's  employment
commencement date (the "Initial Eligibility Computation Period").

                     (2) Notwithstanding the foregoing,  if an Eligible Employee
does not complete a Year of Service during the Initial  Eligibility  Computation
Period,  the  computation  period  shall be the Plan Year  beginning  after such
Eligible Employees' employment commencement date.

              (d) In determining  whether an Employee has a sufficient number of
Hours of Service to be eligible  for  membership  in the Plan and eligible for a
benefit under any provision hereof,  the Employee will be credited with one Hour
of Service for each hour for which either:

                     (l) he is paid or entitled to payment by an  Employer,  for
the  performance of duties during the  applicable  Plan Year in which the duties
were performed, or

                     (2) he is paid or entitled  to payment by an  Employer  for
reasons (such as vacation,  holiday,  sickness,  temporary disability,  lay-off,
jury duty or Permitted  Leave) other than for the performance of duties,  during
the applicable  Plan Year,  with the particular Hour of Service to be counted in
the Plan Year in which the period during which no duties are  performed  occurs,
subject to the provisions of paragraph (e) below, or

                     (3) back pay  (irrespective  of  mitigation  of damages) is
awarded or agreed to by the  Employer,  with the  particular  hour (which is not
included  in (l) or (2) above) to be counted in the Plan Year to which the award
for back pay pertains.

              (e) Notwithstanding the provisions of (d) above:

                     (l) If an Employee's work records are not kept on an hourly
basis,  then his actual  number of hours worked need not be  determined  but, in
lieu thereof, a determination shall be made as follows:

                            (A) He shall be  credited  with one week of  Service
for each  week in which he would  have been  credited  with at least one Hour of
Service pursuant to (d) above.

                            (B) He shall be  credited  with one Year of  Service
for each Plan  Year in which he is  credited  with at least 23 weeks of  Service
under (A) above (with such completion of



                                       10
<PAGE>



23 weeks of Service  being the  equivalent  of having  completed  l,000 Hours of
Service during such year).

                            (C) He shall be deemed to have  incurred  a Break in
Service if,  during any Plan Year,  he is not credited with at least l2 weeks of
Service  under (A) above (with such  completion  of l2 weeks'  Service being the
equivalent of having completed 50l Hours of Service during such year).

                     (2) For the purpose of  determining  the number of hours to
be credited under paragraph (d)(2) above, an Employee shall be credited with the
number of hours determined under Labor Department Regulations 2530.200b-2(b) and
(c).  However,  he shall not be credited with any Hours of Service for any hours
compensated  under a program run or required solely for the purpose of complying
with applicable workman's compensation,  unemployment compensation or disability
insurance  laws and in any event,  he shall not be  credited  with more than 50l
Hours of Service under  paragraph  (d)(2) above during any continuous  period in
which no duties are performed.

                     (3) The  determination  of an Employee's  period of Service
prior to the  Effective  Date  shall be based  on the  records  maintained  with
respect  to this Plan and any  other  related  records  and need not be based on
hours actually worked.

              (f)  Periods of  employment  with two or more  Employers  (or,  if
applicable,  with an Employer and a Related Company which is not an Employer) at
the same time shall not create more than one period of Service  for  purposes of
this Section 3.

              (g) Any special  provisions  applicable  to the  determination  of
Service with a particular Employer shall be set forth in Exhibit A hereof.

       3.02   Vesting Service:

              For purposes of  determining a Member's  Vested  Percentage of his
Accounts  pursuant to Section 6.03, or eligibility for a benefit under any other
provision hereof, each Member's Vesting Service shall be equal to the sum of (a)
and (b):

              (a) A Member  shall be credited  with one year of Vesting  Service
for each  Plan  Year in  which he  completes  a Year of  Service  after he first
completes an Hour of Service (or since his return to Service  following his last
Break in Service, if any); and

              (b) any other Service  completed  prior to a Break in Service,  if
any, to the extent that credit for such  Service has been  restored  pursuant to
Section 3.04.

       3.03   Break in Service.:




                                       11
<PAGE>



              An Employee  will be deemed to have  incurred a "Break in Service"
as of the first  day of each  computation  period in which he fails to  complete
more than 500 Hours of  Service  (or its l2- week  equivalent  determined  under
Section  3.0l(e))  whether  such  failure is the result of his absence  from the
employ of an Employer (other than for Military Service or a Permitted Leave), or
of any change in the nature of his employment. In the event a Member has a Break
in Service,  he will forfeit all benefits accrued under the Plan,  except to the
extent vested pursuant to Section 6.03, subject to Section 3.04.

              Solely for purposes of determining  whether a Break in Service for
eligibility  and vesting  purposes has occurred,  an Employee who is absent from
work for maternity or paternity  reasons  shall receive  credit for the Hours of
Service which would  otherwise  have been credited to such Employee but for such
absence,  or in any case in which such  hours  cannot be  determined,  eight (8)
Hours of Service per each day of such absence. For purpose of this paragraph, an
absence from work for  maternity or  paternity  reasons  means an absence (1) by
reason of the pregnancy of the Employee,  (2) by reason of a birth of a child of
the  Employee,  (3) by reason of the  placement  of a child with the Employee in
connection with the adoption of such child by such Employee, or (4) for purposes
of caring for such child for a period beginning immediately following such birth
or  placement.  The Hours of  Service  credited  under this  paragraph  shall be
credited  (1) in the  computation  period  in which  the  absence  begins if the
crediting is  necessary to prevent a Break in Service in that period,  or (2) in
all other cases, in the following computation period. Hours of Service shall not
be credited to an Employee under this paragraph  unless such Employee  furnishes
to the  Committee  such  timely  information  as the  Committee  may  require to
establish that the absence from  employment is for the reasons  described  above
and to establish the number of days for which there was such an absence. No more
than 501 Hours of Service shall count for any such absence.

       3.04   Restoration of Vesting Service:

              (a) Except as  otherwise  provided  in (b) below,  if an  Employee
returns to Service  following a Break in Service,  his Vesting Service completed
prior to the Break in Service  shall be restored as soon as he has completed one
Year of Service.

              (b) The Vesting Service credited prior to a Break in Service shall
not be  restored  upon a return  to  Service  if (1) the  Employee  had a Vested
Percentage  of zero under  Section  6.03 at the time of the Break in Service and
(2) the number of consecutive Breaks in Service equals or exceeds the greater of
five or his aggregate Vesting Service prior to such Break in Service.

       3.05   Restoration of Eligibility Service:

              (a) If a Member separates from Service he shall become a Member on
the Entry Date following his return to Service as an Eligible Employee.




                                       12
<PAGE>



              (b) An  Eligible  Employee  who was not a Member  upon  his  prior
termination  of  Service  shall be treated  as a new  Employee  upon a return to
Service and shall become a Member in accordance with the provisions set forth in
Section 2.01.

SECTION 4  VOLUNTARY EMPLOYEE CONTRIBUTIONS
-------------------------------------------


       4.01 There are no post-tax  Voluntary  Employee  Contributions  permitted
under this Plan.

SECTION 5  CONTRIBUTIONS
------------------------

       5.0l   Employer Contributions:

              Each Employer shall  contribute for each Plan Year an amount to be
determined  by the  Employer,  taking  into  account the  Member's  Tax-Deferred
Contributions under Section 5.02, the Employer Matching Contributions  allocated
pursuant to Section 5.03, and the Employer Discre tionary Contributions, if any,
allocated  pursuant  to  Section  5.04.  However,  in no event  shall the amount
contributed  by the  Employer  exceed the maximum  amount  deductible  under the
applicable  provisions  of the Code.  Contributions  under Section 5.02 shall be
made as soon as is practicable,  but in no event later than the fifteenth (15th)
business day of the month  following the month during which they are received by
the  Employer  or would  otherwise  have been  payable to the  Employee in cash.
Contributions  under Sections 5.03 and 5.04 shall be made not later than the due
date of the Company's Federal income tax return  (including  extensions) for the
Plan Year.

              Except as otherwise  provided  herein,  any and all  contributions
made by an Employer shall be irrevocable and shall be transferred to the Trustee
and held as provided in Section 11, to be used in accordance with the provisions
of this Plan, in providing the benefits and paying the expenses thereof. Neither
such  contributions  nor any income therefrom shall be used for, or diverted to,
purposes other than for the exclusive benefit of Members or their Beneficiaries,
and payment of reasonable and necessary administrative expenses of this Plan.

       5.02   Members' Tax-Deferred Contributions:

              (a) A Member  may  elect  to defer  receipt  of a  portion  of his
Compensation,  and to have  contributed  by the  Employer  on his  behalf to his
Account  A for any Plan  Year,  an  amount  equal to a whole  percentage  of his
Compensation;  provided,  however,  that the total amount of such  contributions
cannot  exceed  15% of  such  Compensation;  and  further  provided  that in any
calendar  year,  the total of such  contributions  made  under this Plan and any
other plan,  contract or  arrangement  maintained by the Company or by a Related
Company  may not  exceed  $9,500 or such  higher  amount as is  permitted  under
Section  402(g)(5)  of the Code.  Such  contributions  shall be made by means of
payroll deductions, as designated by the Member by filing a Prescribed Form with
the  Committee  no less than  fifteen  (15) days prior to the date such  payroll
deduction is to be made with respect to any Plan Year.



                                       13
<PAGE>



              (b) Any election or change in election with respect to the rate of
Tax-Deferred  Contributions shall be made to the Committee on a Prescribed Form,
effective as of the Entry Date next following such election, and such Prescribed
Form must be filed with the Plan  Administrator  no less than  fifteen (15) days
prior to the effective date of the change.

              (c) A Member may change his rate of  Tax-Deferred  Contributions a
maximum of four (4) times per Plan Year.

              (d) Notwithstanding anything contained herein to the contrary, any
Member who receives a hardship withdrawal pursuant to Section 8.01:

                     (1) May not make  Tax-Deferred  Contributions  pursuant  to
this Section 5.02 for a period of 12 months  following the date of such hardship
withdrawal;

                     (2)  Will  be  limited   in  the  amount  of   Tax-Deferred
Contributions  he may  make  in the  calendar  year  following  the  year of the
hardship withdrawal to an amount equal to (A) below, minus (B), below:

                            (A) the  applicable  limit for said Plan year  under
Section 402(g)(5) of the Code;

                            (B)  the  amount  of  such   Member's   Tax-Deferred
Contributions in the calendar year of the hardship withdrawal.

              (e) Effective January 1, 1997 and  notwithstanding  the foregoing,
the Average Actual Deferral Percentage for Highly Compensated  Employees for any
Plan Year shall not exceed the greater of (1) or (2) below, as follows:

                     (1)  The  Average  Actual   Deferral   Percentage  for  the
Non-Highly Compensated Employees for the prior Plan Year times 1.25, or

                     (2) The Average Actual  Deferral  Percentage for Non-Highly
Compensated  Employees  for the prior  Plan Year times  2.0,  provided  that the
Average Actual  Deferral  Percentage for Highly  Compensated  Employees does not
exceed  the  Average  Actual  Deferral  Percentage  for  Non-Highly  Compensated
Employees for the prior Plan Year by more than two percentage points.


              (f)  The   Committee   may   require  any  Member  to  reduce  his
contribution to a specified rate or to suspend his contribution so that the Plan
will satisfy the requirement of either (e)(1) or (e)(2) above.

              (g) The  Employer  may  remedy any  failure to satisfy  the Actual
Deferral Percentage Test by any combination of the following:



                                       14
<PAGE>



                     (1) Making  Qualified  Matching  Contributions in an amount
necessary to satisfy such requirements;

                     (2)  Distributing  to each Highly  Compensated  Employee an
amount determined in accordance with Section 5.07(b) hereof;

                     (3) Making a special Qualified Non-Elective Contribution on
behalf of  Non-Highly  Compensated  Members in an amount  sufficient  to satisfy
(e)(1) or (e)(2)  above.  Such  contribution  shall be allocated to the Member's
Account A in the following manner: (i) to the Non-Highly Compensated Member with
the lowest Eligible  Compensation for the Plan Year up to the maximum  permitted
by Section 5.05; (ii) if additional  contributions  remain  unallocated,  to the
Non-Highly  Compensated Member with the second lowest Compensation for such Plan
Year up to the maximum permitted by Section 5.05, and (iii)  thereafter,  if any
contributions are yet unallocated,  to each Non-Highly Compensated member in the
order of his  Compensation as set forth until all such  contributions  have been
allocated; or

                     (4) Taking any other action  permitted by Section 401(k) of
the Code and the Regulations promulgated thereunder, the provisions of which are
incorporated herein by reference.

       5.03   Employer Matching Contributions:

              (a) For each Plan Year, the Employer shall  contribute,  on behalf
of each Member,  an amount equal to one hundred  (100%) percent of the amount of
such Member's Tax-Deferred  Contributions;  provided,  however, that in no event
shall the  Employer  Matching  Contribution  on behalf of any Member for a given
Plan Year exceed 2.5% of such Member's Compensation for said Plan Year.

              (b)  Employer  Matching  Contributions  shall be  allocated to the
Account B of each Member.

              (c) Effective January 1, 1997 and  notwithstanding  the foregoing,
the Average Actual Contribution  Percentage for Highly Compensated Employees for
any Plan Year shall not exceed the greater of (1) or (2) below, as follows:

                     (1) The  Average  Actual  Contribution  Percentage  for the
Non-Highly Compensated Employees for the Prior Plan Year times 1.25, or

                     (2)  The  Average   Actual   Contribution   Percentage  for
Non-Highly  Compensated  Employees  for the prior Plan Year times 2.0,  provided
that the Average Actual Contribution Percentage for Highly Compensated Employees
does not  exceed the  Average  Actual  Contribution  Percentage  for  Non-Highly
Compensated  Employees  for the  prior  Plan  Year by more  than two  percentage
points.



                                       15
<PAGE>



              (d)  The   Committee   may   require  any  Member  to  reduce  his
Tax-Deferred  Contributions  to a specified rate or to suspend his  Tax-Deferred
Contributions so that the Plan will satisfy the Actual  Contribution  Percentage
Test.

              (e) The  Employer  may  remedy any  failure to satisfy  the Actual
Contribution Percentage Test by any combination of the following:

                     (1)  Making  Qualified  Non-Elective  Contributions  in  an
amount necessary to satisfy such requirements;

                     (2)  Distributing  to each Highly  Compensated  Employee an
amount determined in accordance with Section 5.07(c) hereof; or

                     (3) Taking any other action  permitted by Section 401(m) of
the Code and the Regulations promulgated thereunder, the provisions of which are
incorporated herein by reference.

       5.04   Employer Discretionary Contributions:

              (a) Members Eligible to Share in Contribution Allocation.

              Each  Employer's  Discretionary  Contributions  for each Plan Year
shall be allocated to the Accounts C of Active  Members who are  Employees as of
the Allocation Date in accordance with (b), below.

              (b) Allocation of Employer Discretionary Contributions.

              Any Employer Discretionary  Contributions for a Plan Year plus any
forfeitures  determined  pursuant  to Section  6.05 shall be  allocated  to each
eligible Active Member's Account C, as of the Allocation Date, in the ratio that
the eligible Active Member's  Compensation bears to the Compensation of all such
Active Members.

       5.05.  Maximum Annual Additions.

              The maximum "annual  addition",  as hereinafter  defined,  for any
Member  shall be the lesser of $30,000 (or such  higher  limit as  permitted  by
Applicable  Law) or 25% of the  Member's  total  Compensation  from any Employer
during the Plan Year (which shall be the limitation year for purposes of Section
4l5 of the Code).

              The annual addition for a Member shall be the sum of

                     (l) the total  contributions  allocated  to the Accounts of
such Member for the Plan Year, and



                                                                 -24-

<PAGE>



                     (2) any forfeitures  allocated to the Member's Accounts for
such Plan Year.

                     The annual  addition for any Member shall  include all such
contributions  and forfeitures under this or any other plans of any Employer and
any  Related  Company,  whether or not  terminated,  which  constitute  "defined
contribution" plans as defined in Section 4l4(i) of the Code.

                     The provisions of Section 415 of the Code are  incorporated
herein by reference.

       5.06   Return   of   Contributions   to   an   Employer   Under   Certain
Circumstances:

              Notwithstanding  the  provisions  of Section  5.0l,  to the extent
permitted by Applicable  Law,  Employer  contributions  shall be returned to the
Employer under the following circumstances:

              (a) Mistake

              If and to the extent that any  contribution  was made by a mistake
in fact,  the  Committee  may  direct  the  Trustee  to return the excess of the
contribution  made  over the  amount  that  would  have  been made had there not
occurred a mistake of fact. Said contribution  shall be returned within one year
after the payment of such  contribution,  and the Account of any Member affected
shall be adjusted accordingly.

              Any Employer  Matching  Contribution  which is attributable to any
contribution  which must be returned  under Section 5.07 shall be deemed to have
been made under a mistake of fact, and shall be returned to the Employer  within
2-1/2 months after the end of the applicable Plan Year.

              (b) Nondeductibility

              If and to the extent that the Internal Revenue Service  determines
that a  contribution  is not  deductible  under  Section  404 of the  Code,  the
Committee may direct the Trustee to return the contribution made by a mistake in
determining  the amount of the  deduction  to the  Employer,  or by a good faith
mistake in determining the deductibility of the contribution, in an amount equal
to the  excess of the money  contributed  over the  amount  that would have been
contributed  had there not occurred a mistake in  determining  the amount of the
deduction or the deductibility of the contribu tion, at any time within one year
after the date of disallowance,  and the Account of any Member affected shall be
adjusted accordingly.

              Every contribution made to this Plan is expressly conditional upon
deductibility under Section 404 of the Code.

              (c) Adjustments




                                       16
<PAGE>



              Any contribution  returned  pursuant to this Section 5.06 shall be
reduced  to  reflect  its  proportionate  share of Trust  Fund  losses,  if any,
attributable  to such excess  contribution.  Any earnings  attributable  to such
excess contribution may not be returned to the Employer.

              (d) Limitation on Rights

              Notwithstanding  any provision of this Plan to the  contrary,  the
right or claim of any Member or  Beneficiary  to any asset of the Fund or to any
benefit under the Plan shall be subject to and limited by the provisions of this
Section 5.06.

       5.07   Return of Contributions to a Member:

              (a) Return of Excess Tax-Deferred Contributions:

              In the event that any Member's  Tax-Deferred  Contributions  for a
given taxable year made to this Plan or to any other Plan  described in Sections
401(k) or 403(b) of the Code maintained by the Employer  exceeds $9,500 (or such
higher amount as is permitted under Section  402(g)(5) of the Code),  the Member
may, prior to March 1st of the following  calendar year,  allocate the amount of
such excess  deferral  among the plans under which such  deferrals were made and
notify  the  Committee  of  the  amount  of  such  allocation.   Following  such
notification,  the Committee shall, prior to the April 15th of the calendar year
following the year of the excess deferral,  distribute to such Member the amount
of such excess deferral plus the earnings or minus the losses thereon.

              (b) Return of Excess Contributions

                     (1) In the event that the Plan does not  satisfy the Actual
Deferral Percentage Test with respect to a Plan Year (immediately  following any
corrective actions taken pursuant to Section 5.02(g)), such Excess Contributions
(plus  earnings or minus losses  thereon)  shall be distributed to the Member no
later than two and one-half months after the close of the applicable Plan Year.

                     (2)   Effective   January  1,  1997,   the  amount  of  any
distribution made under this Section 5.07(b) shall be determined as follows:

                            (A) First,  the Actual  Deferral  Percentage  of the
Highly  Compensated  Employee  with the highest  dollar  amount of  Tax-Deferred
Contributions  for the Plan Year shall be reduced  to the  extent  necessary  to
satisfy  either  the  Actual  Deferral  Percentage  Test or to cause the  Actual
Deferral  Percentage  of such  Highly  Compensated  Employee to equal the Actual
Deferral  Percentage  of the  Highly  Compensated  Employee  with the next  such
highest Actual Deferral Percentage.

                            (B)  Secondly,  the above  process shall be repeated
until the Actual Deferral Percentage Test is satisfied.



                                       17
<PAGE>



                            (C) The  amount of "Excess  Contributions"  shall be
the amount by which a Highly Compensated Employee's  Tax-Deferred  Contributions
are reduced pursuant to this Section 5.07.

                            (D) Income (or loss)  shall be  allocated  to Excess
Contributions  for both the Plan Year to which the Excess  Contributions  relate
and the period between the end of such Plan Year and the date of distribution.

              (c) Return of Excess Aggregate Contributions

                     (1) In the event that the Plan does not  satisfy the Actual
Contribution  Percentage  Test  for  a  Plan  Year  (immediately  following  any
corrective  actions taken  pursuant to Section  5.03(e))  such Excess  Aggregate
Contributions  (plus  earnings or minus losses  thereon) shall be distributed to
the  Member  no later  than  two and  one-half  months  after  the  close of the
applicable Plan Year.

                     (2)   Effective   January  1,  1997,   the  amount  of  any
distribution made under this Section 5.07(c) shall be determined as follows:

                            (A) First, the Actual Contribution Percentage of the
Highly Compensated  Employee with the highest dollar amount of Employer Matching
Contributions  for the Plan Year shall be reduced  to the  extent  necessary  to
either satisfy the Actual  Contribution Test or to cause the Actual Contribution
Percentage of such Highly Compensated  Employee to equal the Actual Contribution
Percentage of the Highly Compensated  Employee with the next such highest Actual
Contribution Percentage.

                            (B)  Secondly,  the above  process shall be repeated
until the Actual Contribution Percentage Test is satisfied.

                            (C) The amount of "Excess  Aggregate  Contributions"
shall be the amount by which the Highly Compensated Employee's Employer Matching
Contributions are reduced pursuant to this Section 5.07.

                            (D) Income (or loss)  shall be  allocated  to Excess
Aggregate  Contributions  for both the Plan Year to which the  Excess  Aggregate
Contributions  relate and the period  between  the end of such Plan Year and the
date of distribution.

       5.08   Multiple Use of Alternative Limitation

              Notwithstanding  the  foregoing,  in no event  shall  there  occur
multiple use of the alternative  limitation (which is defined for these purposes
as  the  200  percent  or  2  percentage  point  limits  contained  in  Sections
401(k)(3)(A)(ii)(II)  and  401(m)(2)(A)(ii)  of the Code and Sections 5.02(e)(2)
and 5.03(c)(2) of this Plan).



                                       18
<PAGE>



              (a) Determination of Multiple Use

              Multiple use of the  alternative  limitation  occurs if all of the
conditions set forth in Regulation 1.401(m)-2(b) are satisfied.

              (b) Correction of Multiple Use

                     (1)  Effective  January  1,  1997,   multiple  use  of  the
alternative  limitation  shall be  corrected  by  reducing  the Actual  Deferral
Percentage  for all  Highly  Compensated  Employees  in an amount  necessary  to
satisfy  the  Actual  Deferral   Percentage  Test  (without   reference  to  the
alternative limitation), in the manner set forth in Section 5.07(b)(2) hereof.

                     (2) Notwithstanding  the foregoing,  the Employer may elect
to correct any multiple use of the  alternative  limitation by making  Qualified
Non-Elective  Contributions  for Non-Highly  Compensated  Employees in an amount
necessary to satisfy the Actual Deferral  Percentage Test (without regard to the
alternative  limitation) and/or use any other corrective action permitted by the
relevant  provisions of the Code and Regulations,  which are incorporated herein
by reference.

SECTION 6  BENEFITS
-------------------

       6.0l   Normal Retirement:

              Upon a Member's  retirement after attaining his Normal  Retirement
Date,  there shall be payable to such Member the value of his  Accounts,  in the
manner and at the time specified in Section 9.

       6.02   Disability Retirement:

              Upon a Member's  retirement by virtue of his having become totally
and  permanently  disabled,  as  determined by a physician  satisfactory  to the
Committee,  to such a degree  that he is unable to  perform  his  duties for any
Employer,  the Member  shall be fully vested in the value of his  Accounts.  The
Member's Account shall be paid to him in the manner and at the time specified in
Section 9.

       6.03   Termination of Employment:

              (a) A  Member's  interest  in his  Account  A and  Account B shall
always  be  fully  vested  and  non-forfeitable.  A Member  shall  have a vested
interest  in  his  Account  C,  determined  as of the  date  of  termination  of
employment, by multiplying the balance in his Account C by the Vested Percentage
determined in accordance with the following schedule:

              Completed Years of                     Vested Percentage
              Vesting Service                        In Account C
              ------------------                     -----------------


                                       19
<PAGE>



             Less than 2 years                                 0%
             2 years but less than 3 years                    20%
             3 years but less than 4 years                    40%
             4 years but less than 5 years                    60%
             5 years but less than 6 years                    80%
             6 years or more                                 l00%

              (b) Notwithstanding  the foregoing,  a Member will be fully vested
upon attaining his Normal Retirement Date.

              (c) Upon the  termination of employment of a Member for any reason
other than death, disability or retirement, the Vested Percentage of his Account
C shall be determined as of his date of termination  of employment,  such Vested
Percentage to be based on the Member's Years of Vesting Service as of such date.

              Payments  shall be made in the manner and at the time specified in
Section 9.

       6.04   Death

              (a) Upon the death of an Active Member,  there shall be payable to
his Beneficiary the value of the Member's Accounts.

              (b) Payment shall be made in the manner and at the time  specified
in Section 9.

              (c) A Member may change his designated  Beneficiary at any time by
filing a  Prescribed  Form with the  Committee,  subject  to the  consent of the
spouse, if any. In the event that there is no designated  Beneficiary  living at
the time of the Member's  death,  the balance of the Member's  Account  shall be
paid as determined in Section 1.08.

       6.05   Forfeitures:

              (a) If a Member  incurs  five (5)  consecutive  one year Breaks in
Service  before his Account has become 100  percent  vested  pursuant to Section
6.03, the nonvested portion of his Account C shall be forfeited  effective as of
the Allocation Date occurring on the last day of the Plan Year in which the last
day of the fifth  consecutive  Break in Service  occurs.  Until such  Allocation
Date, the nonvested portion of his Account C shall continue to be revalued, and,
upon such Allocation  Date, the amount forfeited shall be added to the amount of
the  Employer's  Discretionary  Contribution,  if any, to the Plan for such Plan
Year  and  allocated  among  the  Active  Members  eligible  to  share  in  such
contribution as provided in Section 5.04.




                                       20
<PAGE>



              (b)  Notwithstanding  the  foregoing,   if  a  Member  receives  a
distribution of his entire vested Account, the nonvested portion of such Account
shall be forfeited as of the date of distribution.

              (c) For purposes of this Section 6.05,  any Member who  terminates
employment  with a Vested  Percentage of zero shall be deemed to have received a
distribution of the vested Account upon their termination of employment.

              (d)  If  any  Member  receives  a  distribution   and  returns  to
employment  with any Employer prior to incurring five (5)  consecutive  one year
Breaks in Service,  any amount  forfeited shall be reinstated first from amounts
forfeited  in the  current  Plan  year and,  to the  extent  necessary,  from an
additional Employer contribution.

SECTION 7A - INVESTMENT AND VALUATION OF ACCOUNT A
--------------------------------------------------

       7.01   Election of Investments/Account A:

              A  Member  shall,  by  filing  a  Prescribed  Form  with  the Plan
Administrator elect to have a percentage of his Account A (in increments of 10%)
invested in any or all of the Funds made available by the Plan Administrator for
the  investment  of  Account  A;  provided,  however,  that if the total of such
investments elected is less than 100%, or if no election is made, the Account in
question  will be  invested  in a  money  market  fund  or,  if no such  Fund is
available,  then the Fund  offered  that most  closely  resembles a money market
fund. As of April 1, 1997, there are nine (9) available Funds.

       7.02   Change of Investments:

              (a)  Effective  July 1,  1997 and  subject  to the  provisions  of
Section  7.02(b),  a Member  may,  by  filing a  Prescribed  Form  with the Plan
Administrator,  elect to change  the amount of his  Account A  invested  in each
Fund,  but such  change may not be made more  frequently  than four times in any
Plan  Year,  and may be made  effective  only as of the first day of a  calendar
quarter by giving  notice in writing to the Plan  Administrator  on a Prescribed
Form no less than  fifteen  (15) days prior to the date such change is to become
effective.

              (b)  Effective  July 1, 1997, a Member may, as of the first day of
any calendar  quarter,  elect to transfer up to twenty five (25%) percent of the
value of his Account currently  invested in Company Stock to and among the other
available  Funds.  In no event,  however,  may a Participant  transfer more than
2,500 shares of Company Stock at any time.

       7.03   Valuation:

              As  of  each  valuation  date,  before  one-half  of  the  current
valuation period  allocation of  contributions,  any income earned of the Fund's
assets shall be allocated in the same  proportion  that each  Member's or Former
Member's nonsegregated account, in each Fund, bears to the total of all



                                       21
<PAGE>



Members' and Former  Members'  nonsegregated  account,  in each Fund, as of such
date. For purposes hereof,  "valuation  period" means any calendar quarter,  and
"income   earned"  means  the  net  of  the  interest,   dividends,   unrealized
appreciation  and  depreciation,   capital  gains  and  losses,  and  investment
expenses.

              The Company  Stock Fund shall be valued  based on the bid price of
Company Stock  reported in the  consolidated  trading,  prices for NASDAQ traded
securities on the last trading date on or prior to the Valuation Date.

       7.04   Statement of Accounts:

              The Plan  Administrator  shall furnish to each Member,  as soon as
practicable after each Valuation Date, a statement of his Accounts.

SECTION 7B - TERMINATION AND VALUATION OF ACCOUNTS B AND C
----------------------------------------------------------

       7.01B  Investments:

                 The  investment of that portion of the Trust Fund  representing
the sum of the  Member's  Accounts  B and C shall  be  made  by the  Trustee  in
accordance with the provisions of the Trust Agreement.

       7.02B  Valuation:

              As of each Valuation  Date, the Trustee shall  determine the value
of the Trust fund  attributable  to Accounts B and C. Said valuation shall be at
fair market value.

       7.03B  Allocation of Insurance and Appreciation:

              As of each Valuation Date the increase  (decrease) in the value of
the Trust Fund  attributable  to all Members'  Accounts B and C over (under) the
value of that portion of the Trust Fund as of the preceding Valuation Date shall
be  allocated  among  the  Members  as of the  current  Valuation  Date,  in the
proportion that the value of their respective  Accounts B and C on the preceding
Valuation Date bore to the total of such Account balances of all Members on such
preceding Valuation Date.

              In  computing  the increase  (decrease)  in the value of the Trust
fund under this Section 7.03B,  there shall be included any amounts  contributed
thereto and any forfeitures  reallocated as of the Allocation Date at the end of
the  preceding  Plan Year.  There shall be excluded  from the value of the Trust
Fund on such  preceding  Valuation  Date, as well as from the value of the Trust
Fund on the current  Valuation  Date,  the amount of any Accounts  segregated in
accordance  with Section 7A. There shall also be excluded  from the value of the
Trust fund on the  preceding  Valuation  Date the amount of any payments made to
Members or on their behalf after the preceding Valuation Date.



                                       22
<PAGE>



SECTION 8  WITHDRAWALS PRIOR TO SEPARATION FROM SERVICE
-------------------------------------------------------

       8.01   Hardship Withdrawals:

              A  Member  may  make a  withdrawal  from  his  Accounts  prior  to
separation  from  Service  with an Employer if such  withdrawal  is necessary to
satisfy  immediate  and heavy  financial  needs of the  Member,  which needs the
Member is unable to meet from any other resource available to him. The amount of
such  withdrawal  may not exceed the amount  required to meet the  immediate and
heavy  financial  need, but in no event may any withdrawal from Account A exceed
the Maximum  Hardship  Distributable  Amount.  The Committee shall determine the
existence  and amount of such  financial  need by  applying  uniform  rules in a
nondiscriminatory fashion.

              (a) A  withdrawal  will be  deemed  to be made  on  account  of an
immediate  and  heavy  financial  need of the  Member if such  withdrawal  is on
account of:

                     (1)  Medical  expenses  described  in Code  Section  213(d)
previously incurred by the Member, the Member's spouse, or any dependents of the
Member (as defined in Code Section 152) or necessary for these persons to obtain
medical care described in Code Section 213(d);

                     (2)  Costs  directly  related  to the  purchase  (excluding
mortgage payments) of a principal residence for the Member;

                     (3) Payment of tuition and related educational fees for the
next twelve (12) months of post-secondary  education for the Member,  his or her
spouse, children, or dependents; or

                     (4)  Payments  necessary  to prevent  the  eviction  of the
Member  from his  principal  residence  or  foreclosure  on the  mortgage of the
Member's principal residence.

              (b) A withdrawal will be deemed  necessary to satisfy an immediate
and heavy  financial need of a Member if all of the following  requirements  are
satisfied:

                     (1) The  distribution is not in excess of the amount of the
immediate and heavy  financial need of the Member,  taking into account  amounts
necessary  to pay any  federal,  state or local  taxes or  penalties  reasonably
anticipated to result from the distribution;

                     (2) The Member has obtained all  distributions,  other than
hardship  distributions,  and all nontaxable loans currently available under all
plans maintained by the Employer;

                     (3)  The  plan,  and  all  other  plans  maintained  by the
Employer,   provide  that  the  Member's  elective  contributions  and  employee
contributions will be suspended for at least twelve (12) months after receipt of
the hardship distribution; and




                                       23
<PAGE>



                     (4)  The  plan,  and  all  other  plans  maintained  by the
Employer,  provide that the Member may not make elective  contributions  for the
Member's  taxable year  immediately  following  the taxable year of the hardship
distribution  in excess of the  applicable  limit under Section  402(g) for such
next taxable year less the amount of such employee's elective  contributions for
the taxable year of the hardship distribution.

              (c) For purposes of this Section 8.01, the term "Maximum  Hardship
Distributable Amount" is equal to the sum of (1), (2) and (3), below:

                     (1) The Member's Account A valued as of December 31, 1988;

                     (2) Any Tax-Deferred  Contributions  allocated to Account A
between January 1, 1989 and the date of distribution;

                     (3) Value of the  Employer  Matching  Contributions  in the
Member's Accounts A and B.

              (d) Notwithstanding the provisions of Section 8.01(c), any amounts
invested  in  Company  Stock that are not  eligible  to be  reinvested  in other
Investment  Funds also are not available for distribution on account of hardship
as otherwise provided by Section 8.01.

       8.02   Ordering of Withdrawals:

              To the extent  allowable,  any  withdrawals  made pursuant to this
Section 8 shall be deemed to be made in the following order:

              (a) To the  extent  available,  from  the  vested  balance  of the
Member's Account C, valued as of the most recent Allocation Date;

              (b) To the  extent  available,  from  the  Vested  balance  of the
Member's Account B, valued as of the most recent Allocation Date;

              (c) To the extent  available,  and  subject to the  provisions  of
Section 8.01(c) and 8.01(d), from the Member's Account A.

SECTION 9  MANNER OF PAYMENT
----------------------------

       9.01   Retirement and Disability:

              Upon a Member's  retirement or disability,  there shall be payable
to such Member the value of his Accounts  determined  as of the  Valuation  Date
preceding the date of distribution.




                                       24
<PAGE>



       9.02   Death:

              Upon  the  death  of a  Member,  there  shall  be  payable  to his
Beneficiary the value of the Member's Accounts. Payment shall be in a single sum
cash  distribution  (valued  as of the  Valuation  Date  preceding  the  date of
distribution plus any contributions  made since that date) within five (5) years
of the Member's death.

              A Member  may  change his  designated  Beneficiary  at any time by
filing a Prescribed  Form with the  Committee,  subject to Section  1.08. In the
event  that  there  is no  designated  benefici  ary  living  at the time of the
Member's death, the balance of the Member's Accounts shall be paid as determined
in Section 1.08.

       9.03   Termination of Employment:

              Upon a Member's termination of employment,  there shall be payable
to such Member the vested interest in the Members Accounts, determined as of the
Valuation Date preceding the  distribution,  plus any  contributions  made since
that date.

       9.04   Time of Payment:

              (a) If the vested value of the Member's  Account is and always has
been $3,500 or less, payment under this Plan shall be made in a lump sum as soon
as  practicable  after the  Valuation  Date  immediately  following the Member's
retirement or termination of employment.

              (b) If the value of the Member's  Account is or ever has been more
than $3,500,  payment shall be made as soon as is practicable following the date
requested  in  writing  by the Mem ber,  on a  Prescribed  Form  filed  with the
Committee, but in no event sooner than the Valuation Date following the date the
Member terminated employment.

              (c) Notwithstanding  anything herein to the contrary,  the payment
of benefits  hereunder  will begin not later than 60 days after the close of the
Plan Year in which the later of the following shall occur:

                 (1)       the Member's Normal Retirement Date, or

                 (2)  the  date on  which  he  actually  retires  or  terminates
employment.

                 Such benefit shall commence at that time even if no application
therefor  has been filed.  If an  application  for  benefits  under this Plan is
denied,  the procedure  described in Section l0.02 shall be  applicable.  If the
amount  prescribed by this Section cannot be ascertained by such date, a payment
retroactive  to such date may be made no later than 60 days  after the  earliest
date on which the amount of such payment can be ascertained under the Plan.




                                       25
<PAGE>



       9.05   Method of Payment:

              Any Member  entitled  to receive a  distribution  from the Plan in
accordance  with the  provisions  hereof  shall  receive  said  distribution  in
accordance with the following rules:

              (a) With respect to the value of a Member's Account as of December
31, 1992, the Member may elect (i) or (ii) below:

                     (i) a lump sum payment;

                     (ii) equal monthly  installments over a period of 5, 10, 15
or 20 years,  but in no event over a period in excess of the life  expectancy of
the Member or the joint  life  expectancies  of the  Member  and the  designated
Beneficiary.

              (b) With  respect to the value of a Member's  Account in excess of
the value of such Member's  Account as of December 31, 1992,  all payments shall
be made in a lump sum.

              (c) All  distributions  shall be made in cash other than the value
of a Member's Accounts attributable to the Company Stock Fund.

              (d) With respect to the value of a Member's  Account  attributable
to the Company Stock Fund,  such amount shall be paid in cash or Company  Stock,
as elected by the Member in writing on a Prescribed Form.

       9.06   Indirect Payment of Benefits:

              If any Member or Beneficiary is, in the judgment of the Committee,
legally, physically or mentally incapable of personally receiving and receipting
for any payment  due  hereunder,  payment  may be made to the  guardian or other
legal  representative  of such Member or Beneficiary  or, if none, to such other
person or institution that, in the opinion of the Committee, is then maintaining
or has custody of such Member or  Beneficiary.  Such payment shall  constitute a
full discharge with respect thereto.

       9.07   Direct Transfers:

              (a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an eligible  rollover  distribution  paid  directly to an
eligible retirement plan specified by the distributee in a direct rollover.

              (b) For purposes of this Section, the following  definitions shall
apply: (1) "An eligible rollover distribution" is any distribution of all or any
portion of the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of  substantially  equal periodic  payments (not less  frequently than annually)
made for



                                       26
<PAGE>



the life (or life  expectancy)  of the  distributee or the joint lives (or joint
life   expectancies)  of  the  distributee  and  the  distributee's   designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such  distribution  is required under Section  401(a)(9) of the Code;
and the  portion of any  distribution  that is not  includible  in gross  income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities).

                     (2)  "An  eligible   retirement   plan"  is  an  individual
retirement  account  described  in  Section  408(a) of the Code,  an  individual
retirement  annuity  described  in Section  408(b) of the Code,  an annuity plan
described  in Section  403(a) of the Code,  or a  qualified  plan  described  in
Section 401(a) of the Code,  that accepts the  distributee's  eligible  rollover
distribution.  However, in the case of an eligible rollover  distribution to the
surviving  spouse,  an  eligible  retirement  plan is an  individual  retirement
account or individual retirement annuity.

                     (3)  A   "distributee"   includes  an  Employee  or  former
Employee. In addition,  the Employee's or former Employee's surviving spouse and
the Employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified  domestic  relations order, as defined in Section 414(p)
of the Code,  are  distributees  with  regard to the  interest  of the spouse or
former spouse.

                 (4) A  "direct  rollover"  is a  payment  by  the  plan  to the
eligible retirement plan specified by the distributee.

       9.08   Required Minimum Distributions:

              (a) Effective  January 1, 1997 and solely with respect to a Member
who is a "5-percent owner" as defined in Section 416 of the Code and Regulations
issued  thereunder,   notwithstanding  anything  herein  to  the  contrary,  the
following  provisions  shall  apply in the event  that the  Member  is  actively
employed by the Employer upon attainment of age 70 1/2:

                     (1) Distributions  shall commence no later than the April 1
following the year in which such Member attains the age of 70 1/2. However,  the
Member may elect, on a Prescribed Form filed with the Committee,  to receive his
initial  required  distribution  no later than December 31st of the Plan Year in
which the Member attains age 70 1/2.

                     (2) The amount  required to be  distributed in a given Plan
Year shall be  calculated  in  accordance  with the  provisions  of Code Section
401(a)(9)  and the  Regulations  promulgated  hereunder.  A  Member  may  elect,
however,  on  a  Prescribed  Form  filed  with  the  Committee,   to  receive  a
distribution in an amount greater than the amount  calculated in accordance with
the preceding sentence.

                     (3) The Member may make an  irrevocable  election of (a) or
(b), below. However in the event that no election is made prior to the date that
payments commence, (b), below will be deemed to have been elected:



                                       27
<PAGE>



                     (a) If the Beneficiary is the Member's spouse,  their joint
life expectancies shall be redetermined  annually; if the Beneficiary is not the
Member's spouse, the Member's life expectancy shall be redetermined annually.

                     (b)  The  Member's  life  expectancy,  or  the  joint  life
expectancies  of the Member and the  Designated  Beneficiary  (if the Designated
Beneficiary  is the Member's  spouse) shall not be  redetermined  after payments
commence.

                     (4)  The  provisions  of  Code  Section  401(a)(9)  and the
Regulations promulgated thereunder are incorporated herein by reference.

              (b) If a Member who is not a "5-percent  owner" attains age 70 1/2
while an Employee  on or after  January 1, 1996,  then he may elect,  but is not
required,  to begin receiving  benefits as otherwise provided in Section 9.08(a)
herein.  Such a Member may instead defer the receipt of benefits to any date but
not beyond the April 1 following  the  calendar  year in which occurs his actual
retirement date.

SECTION l0  ADMINISTRATION OF PLAN
----------------------------------

       l0.0l  Administrative Committee:

              (a) General Duties of Committee.

              The Plan shall be administered by an administrative Committee. The
Committee shall have the general  responsibility for carrying out the provisions
of the Plan.  Except as  otherwise  provided  in (f)(l),  (2) or (3) below,  the
Committee  shall not be  responsible  in any way for the  application or for the
administration of the Trust Fund.

              The Committee  shall discharge its duties under the Plan solely in
the interest of the Members of the Plan and their  Beneficiaries  in  accordance
with  the  provisions  of the  Plan  insofar  as they  are  consistent  with the
provisions of Applicable Law.

              The Committee  shall  discharge its duties under the Plan with the
care, skill, prudence and diligence under the circumstances then prevailing that
a prudent man acting in like  capacity and familiar  with such matters would use
in the conduct of a similar enterprise of a like character and with like aims.

              (b) Membership of Committee.

              The Committee shall be comprised of at least one person  appointed
from time to time by the Board and serving without  compensation at the pleasure
of the Board. The Committee may appoint from among its members a Chairman and it
may appoint a Secretary, who may but need not



                                       28
<PAGE>


be a member of the Committee,  and may appoint such subcommittees from their own
number or otherwise  to which they may delegate  such of their powers and duties
as they shall determine.

              Any person  appointed a member of the Committee  shall signify his
acceptance by filing a written acceptance with the Board.

              The Board  may  remove or  replace  a member of the  Committee  by
written notice to such member and to all other members of the Committee, and any
member of the  Committee  may resign by  written  notice to the Board and to all
other members of the  Committee,  to take effect upon the date  specified in any
such notice.

              (c) Procedures.

              The Committee shall hold meetings upon such notice at such places,
and at such times as they may from time to time determine.  Notice may be waived
in writing.  At any meeting,  a quorum for the  transaction of business shall be
two-thirds of the then membership of the Committee.

              The Committee shall act by a majority of its  membership,  and the
action of such  majority  shall be expressed by a majority vote of those members
present at a meeting,  or in writing  without a meeting  signed by a majority of
the then membership of the Committee.

              The  Committee  may  authorize  one or more of its  members or any
agent to sign on behalf of the entire Committee.

              The Committee shall keep appropriate books and records.

              (d) Powers of the Committee.

              The Committee is specifically authorized and empowered, but not by
way of limitation,

                     (l) To interpret  and construe the  provisions  of the Plan
including any doubtful provisions thereof, in its sole discretion.

                     (2) To employ such agents, legal counsel and such clerical,
medical, accounting and actuarial services as it may deem advisable to assist in
the administration of the Plan.

                     (3)  To   establish   from  time  to  time  rules  for  the
administration  of the Plan  and the  transaction  of its  business.  Except  as
otherwise  provided in Section l0.02,  the  determination of the Committee as to
any  disputed  question  arising  hereunder,  including  but without  limitation
thereto, questions of construction, administration, and interpretation, shall be
final and conclusive upon all persons  including,  but not by way of limitation,
Employees,  Members,  Beneficiaries,  and the heirs,  distributees  and personal
representatives  of any of them and any other person claiming an in terest under
the Plan.



                                       29
<PAGE>



                     (4) The  Committee  or any of its  members  may also act as
Trustee of the Trust Fund.

              (e) Expenses of Committee; Indemnification.

              The expenses  incurred by the Committee in the  performance of its
duties, including fees for legal, clerical, medical,  accounting,  actuarial and
other services rendered to the Committee, shall be paid by the Employers and, if
not paid by the Employers, shall be payable from the Trust Fund.

              Each member of the Committee shall be indemnified by the Employers
against  all such  expenses  (other  than  amounts  paid in any  settlement  not
approved by the  Employers)  reasonably in curred by him in connection  with any
action to which he may be a party by reason of his  membership on the Committee,
except in relation to matters as to which he shall be adjudged in such action to
have participated in a prohibited transaction or other breach of fiduciary duty.
The foregoing right to indemnification  shall be in addition to any other rights
to which any such member may be entitled as a matter of law.

              Any expense of the Plan which is payable by the Employers shall be
allocated among and charged to the Employers on an equitable basis.

              (f) Committee Members' Liability.

              The members of the Committee  shall not be liable for action taken
by them in the  administration  of the Plan other than for  damages due to their
participation  in a prohibited  transaction or other breach of fiduciary duty or
their  lack of  prudence.  The  members  of the  Committee  shall  not be deemed
imprudent  by reason of their  taking or  refraining  from  taking any action in
accordance  with the  advice  of any legal  counsel,  physician,  accountant  or
actuary.

              A  member  of the  Committee  shall  be  liable  for a  breach  of
fiduciary  responsibility  by another  fiduciary  (another  Committee  member, a
Trustee,  or any other  person  deemed a fiduciary  pursuant  to the  applicable
provisions of ERISA) only if such Committee member:

                     (l) participates  knowingly in, or knowingly  undertakes to
conceal,  an act or  omission  of such  other  fiduciary,  knowing  such  act or
omission is a breach; or

                     (2) by his failure to act prudently, has enabled such other
fiduciary to commit a breach; or

                     (3) has  knowledge  of a breach  of such  other  fiduciary,
unless he makes  reasonable  efforts  under  the  circumstances  to remedy  such
breach.

       l0.02  Claim and Appeal Procedure:



                                       30
<PAGE>




              (a) Benefit Claim Procedure:

              Each  Member (or  Beneficiary)  claiming a benefit  under the Plan
must  complete  an  application  on a  Prescribed  Form  and  file it  with  the
Committee.  Within 90 days after its receipt of an  application,  the  Committee
shall give written notice to the claimant of its decision on the application.

              (b) Denial of Benefits:

              If the  Committee  denies  the  claim,  in whole  or in part,  the
written notice of that decision will:

                     (l) explain why the claim was denied,

                     (2) cite the Plan  section on which the decision was based,
and

                     (3) explain the Plan's  review  procedure  set forth in (c)
below.

              If the  Committee  does  not deny the  claim  on its  merits,  but
rejects the  application for failure to furnish  certain  necessary  material or
information,  the written  notice to the claimant  will explain what  additional
material is needed and why, and advise the claimant  that he may refile a proper
application under the claim procedure set forth in (a) above.

              (c) Review Procedure:

              If a claim has been  denied,  the  claimant  may appeal the denial
within 60 days after his  receipt of written  notice  thereof by  submitting  in
writing to a reviewer  appointed  for such purpose by the Board (or, if none has
been appointed, to the Board, itself), with a copy to the Committee:

                     (1) a request for his review of the denial of the claim,

                     (2) a statement of issues and comments, and

                     (3) a request for an  opportunity  to review the Plan,  the
Trust Agreement and any other pertinent documents (which shall be made available
to him by the  Committee,  within  30 days  after its  receipt  of a copy of the
request, at a convenient location during regular business hours).

              The  reviewer  will make a  decision,  which  shall be in writing,
delivered to the claimant and to the Committee, within 60 days after his receipt
of the appeal.  However, if special circum stances require an extension of time,
such as the need to hold a hearing, the extension may not extend beyond l20 days
after his receipt of the appeal.  The reviewer's  written  decision will contain
specific



                                       31
<PAGE>



reasons for the decision and the  pertinent  provisions of the Plan on which the
decision  is based.  The  reviewer's  decision  will be final and binding on all
persons concerned.

       10.03  Nondiscriminatory Action.

              Any  discretionary  acts to be taken under the  provisions of this
Plan by the Committee or by any Employer, or by the reviewer pursuant to Section
10.02(c),  with  respect  to  classification  of  Employees,   contributions  or
benefits,  shall be  uniform  in their  nature  and  applicable  to all  persons
similarly  situated,  and no  discretionary  act shall be taken  which  shall be
discriminatory under the provisions of Section 401(a) of the Code.

       10.04  Government Forms:

              The Committee  shall have primary  responsibility  with respect to
the preparation of any forms which, pursuant to Applicable Law, must be filed by
or on behalf of the Plan with a governmental agency or which must be distributed
or  made  available  to  any  person,  and  the  Committee  shall  be  primarily
responsible for the proper filing, distribution or availability of such forms.

       10.5   Committee Discretion:

              Notwithstanding  anything  contained  herein to the contrary,  the
Committee  may, in its sole and  absolute  discretion,  accept  elections  under
Sections 5 and 7 with respect to any specific  election  period even if they are
filed after the due date for such elections has passed; provided,  however, that
any decision to do so shall be made in a uniform and nondiscriminatory  fashion,
and the  opportunity  for the  later  election  shall be made  available  to all
Employees.

SECTION 11   MANAGEMENT OF TRUST FUND
-------------------------------------

       11.01  Trustee:  The Trust  Fund  shall be held in trust by a Trustee  or
Trustees appointed from time to time by the Board with such powers and duties in
the Trustee or Trustees as shall be provided in the Trust Agreement  between the
Trustee or Trustees and the Company.

       11.02  Investments:  The  investment  of the Trust  Fund shall be made in
accordance  with the  provisions of the Trust  Agreement  between the Trustee or
Trustees and the Company,  and to the extent provided herein, in accordance with
the elections made by the Members of the Plan.

       11.03 Payment of Expense:  The  administrative  and all other expenses of
the Plan shall be paid out of the Trust Fund unless paid by the Employers.

SECTION 12  MISCELLANEOUS PROVISIONS
------------------------------------

       12.01  Disclaimer of Liability:



                                       32
<PAGE>




              (a) It is the intention of each Employer to continue this Plan and
make  contributions  regularly each year, but nothing  contained in this Plan or
the Trust  Agreement by which it is  implemented  shall be deemed to require any
Employer to make  contributions  under this Plan and no Employer  shall be under
any  legal  obligation  to  contribute  to this  Plan  after  the  Plan has been
terminated as herein provided.

              (b) Once a contribution has been made to the Trustee, no liability
shall attach to any Employer for any payment of any benefit or claims  hereunder
and Members and their  Beneficiaries,  and all persons claiming under or through
them,  shall have  recourse  only to the Trust Fund for  payment of any  benefit
hereunder.

              (c) The  rights  of the  Members,  their  Beneficiaries  and other
persons are hereby  expressly  limited and shall be only in accordance  with the
provisions of the Plan.

       12.02 Termination:  The Company reserves the right to terminate this Plan
with  respect  to all  Employers  or may  direct  that any  individual  Employer
withdraw  from the Plan.  In addition,  any  Employer  may elect to  discontinue
contributions  to the  Plan  or to  terminate  its  participation  in  the  Plan
completely  or  with  respect  to one or more of its  divisions,  locations,  or
operations.  In the  event  that  the  Plan  is  terminated  (either  wholly  or
partially)  or if there is a complete  discontinuance  of  contributions  by any
participating Employer, the amount of the Trust Fund allocable to the Account of
each  Employee  with  respect  to which  the Plan is being  terminated  shall be
determined promptly and, if not already fully vested,  shall become fully vested
and  nonforfeitable.  (For this purpose a suspension of  contributions  which is
merely a temporary  cessation  of  contributions  by any  Employer  shall not be
deemed a complete discontinuance). Upon the termination of the Plan, the Account
of each Member shall be  distributed  as soon as is  practicable  following  the
issuance by the Internal Revenue Service of a favorable  determination upon plan
termination. Until fully distributed, each Account shall continue to be revalued
in accordance with Section 7.03.

       12.03  Employer-Employee  Relationship:  The  establishment  of this Plan
shall not be construed as conferring any legal or other rights upon any Employee
or any person for a continuation of employment,  nor shall it interfere with the
rights of any Employer to discharge any Employee or otherwise act in relation to
him. Each Employer may take any action (including discharge) with respect to any
Employee or other  person and may treat him without  regard to the effect  which
such action or treatment might have upon him as a Member of this Plan.

       12.04 Merger:  The merger or  consolidation  of any Employer with another
organization shall not of itself cause the termination of this Plan or be deemed
a termination  of  employment  as to any Employee.  The merger of this Plan with
another  retirement plan shall not of itself cause the termination of this Plan.
In the case of any merger or  consolidation  of the Plan with, or in the case of
any  transfer  of assets or  liabilities  of the Plan to, any other  plan,  each
Member  will (if the Plan then  terminates)  be  entitled  to  receive a benefit
immediately after the merger, consolidation or transfer



                                       33
<PAGE>



which is equal to or greater  than the  benefit he would have been  entitled  to
receive  immediately  before the merger,  consolidation or transfer (if the Plan
had then terminated).

       12.05 Inclusion and Withdrawal of Participating Employer: Any subsidiary,
affiliated or associated  corporation (or a partnership or sole  proprietorship)
or other Related Company which is authorized by the Board to participate  herein
may elect to  participate  herein by  action of its own Board of  Directors  (or
other  managing  body).   Each  Employee  of  an  Employer  which  commences  to
participate  in this Plan after the Effective  Date shall become a Member on the
subsequent  Entry Date  coinciding  with or next following  such  association or
later completion of the eligibility  requirements of Section 2.0l. His period of
Vesting Service shall be based upon his employment from his date of hire, unless
otherwise  specifically  provided in the authorizing  resolution  adopted by the
Board and found in Exhibit A hereof.

       The Company at any time in its  discretion may determine that an Employer
shall no longer  participate  in this  Plan and may  direct  that such  Employer
withdraw  from this Plan.  Any Employer  may  similarly  elect to terminate  its
participation in this Plan at any time.

       l2.06 Joint  Employment.  Any Employee employed by more than one Employer
shall be  considered  to be an Employee of each such  Employer  for  purposes of
membership in this Plan and for benefits under this Plan.

       l2.07  Receipt and  Release:  Any final  payment or  distribution  to any
Member,  Retired Member or his Beneficiary or his legal  representative or other
person to whom  payment  is made in  accordance  with this Plan shall be in full
satisfaction  of all claims against the Trust Fund,  the Trustee,  the Committee
and any Employer.  The Trustee,  any Employer,  the Committee or any of them may
require a Member,  Retired Member or his Beneficiary or his legal representative
to execute a receipt  and  release  of all  claims  under this Plan upon a final
payment or  distribution  or a receipt to the extent of any  partial  payment or
distribution.  The form of any such receipt and release  shall be  determined by
the Trustee,  the Company,  the Committee or any of them that are concerned with
the payment or distribution to which the receipt and release is applicable.

       12.08  Voting of Company Stock

              (a) The  Company  will  make  forms  available  to each  Member to
instruct  the Trustee  with regard to the voting of any shares of Company  Stock
held in the  Member's  Account  A. The  Company  will vote such  shares  only as
directed by the Member.  If a Member fails to give timely  directions  as to the
voting of shares of Company  Stock  held in a Members'  Account or if any shares
held by the Trustees are not  allocated to Members'  Accounts,  the Company will
vote such  shares in the same  proportion  as it votes the  shares for which the
Company  receives  directions.  The Company shall use its best efforts to timely
distribute  to  each  Member  such   information  as  is  distributed  to  other
shareholders of the Company in connection with any such vote.




                                       34
<PAGE>



              (b) Each  Member  shall  have the right to direct  the  Company in
writing as to the manner in which to regard to a tender or  exchange  offer with
respect to any shares of Company  Stock held in that  Member's  Account.  If the
Company  does not receive  timely  directions  from a Member as to the manner in
which to respond to such a tender or exchange  offer with  respect to any shares
of Company Stock held in the Member's Account, then the Company shall not tender
or exchange  any such shares.  The Company  shall use its best efforts to timely
distribute to each Member such information as is distributed.

              (c)  Pursuant to Section  404(c) of ERISA,  a Member  shall not be
deemed a fiduciary by reason of any investment direction hereunder and no person
who is  otherwise a fiduciary  shall be liable for any loss which  results  from
such Member's investment direction.

       12.09  Insiders

              (a)  Definition  of Insider.  For purposes of this Section  12.09,
"Insider" shall mean an officer,  director or beneficial  owner of more than ten
(10%) percent of the stock of the Company or any Employer,  as determined by the
Company.

              (b) Voluntary Suspension.  In the case of any voluntary suspension
by an  Insider  pursuant  to Section  5.02(c)  of the Plan which  results in the
cessation  of any  Tax-Deferred  Contributions  to the  Company  Stock Fund with
respect  to  the  Insider,  the  Insider  may  not  elect  to  resume  any  such
contributions for a period of at least six (6) months following the date of such
suspension.

              (c)  Allocation  of  Contributions.  In the  case of a  change  in
investment  direction with respect to future  contributions  pursuant to Section
7.02 of the Plan by an Insider whose current  investment  direction with respect
to the  Company  Stock Fund is  greater  than 0%, if such  change in  investment
direction  results in a greater  than 0%  multiple  with  respect to the Company
Stock Fund, any subsequent  change of investment  election  resulting in greater
than 0% multiple  with  respect to the Company  Stock Fund shall not take effect
until a date which is at least six (6) months later than the  effective  date of
the preceding change.

SECTION l3  NON-ALIENATION OF BENEFITS
--------------------------------------

       l3.0l  Provisions  with Respect to Assignment  and Levy: No benefit under
this Plan  shall be subject in any  manner to  anticipation,  alienation,  sale,
transfer, assignment, pledge, encumbrance, levy or charge, and any attempt to so
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber, levy upon or
charge  the same  shall be void;  nor shall any such  benefit  be in any  manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled to such benefit.  Notwithstanding the foregoing, the Plan
shall pay benefits pursuant to a "qualified  domestic  relations order", as that
term is defined in Section 414(p) of the Code.




                                       35
<PAGE>



       l3.02 Alternate Application: If any Member or Beneficiary under this Plan
becomes bankrupt or attempts to anticipate,  alienate,  sell, transfer,  assign,
pledge,  encumber or charge any benefit under this Plan,  except as specifically
provided herein, or if any benefit shall be levied upon, garnisheed or attached,
then such benefit  shall,  in the sole  discretion of the  Committee,  cease and
terminate,  and in that  event the  Committee  may hold or apply the same or any
part  thereof to or for the benefit of such Member or  Beneficiary,  his spouse,
children  or  other  dependents  or any of  them  in  such  manner  and in  such
proportion as the Committee, in its sole discretion, may deem proper.

SECTION l4  AMENDMENTS
----------------------


       l4.0l  Company's Rights:

       The  Company  reserves  the  right at any  time and from  time to time by
action  of its  Board to  modify  or amend in whole or in part any or all of the
provisions of this Plan.  However,  no such modification or amendment may result
in a  retroactive  reduction  in the  value of the  Members'  Accounts  based on
contributions previously made.

       Notwithstanding  anything contained herein to the contrary, the Board, in
its sole  discretion  may  make  any  modifications,  amendments,  additions  or
deletions  in this Plan,  as to  benefits or  otherwise,  and  retroactively  if
necessary, and regardless of the effect on the rights of any particular Members,
which it deems  appropriate in order to bring this Plan into  conformity with or
to satisfy any conditions of Applicable Law in order to continue or maintain the
qualification  of this Plan and to keep it qualified under Section 40l(a) of the
Code,  and to have the Trust  declared  exempt and keep it exempt from  taxation
under Section 50l(a) of said Code.

       l4.02  Prohibition  Against  Diversion.  Subject  to  the  provisions  of
Sections 5.06 and 5.07, no part of the assets of the Trust Fund shall, by reason
of any  modification  or  amendment or  otherwise,  be used for, or diverted to,
purposes other than for the exclusive benefit of Members of their  Beneficiaries
under this Plan and to pay administrative expenses of this Plan.

       14.03 Protected  Benefits.  Except as otherwise permitted by Regulations,
no Plan amendment or transaction  having the effect of a Plan amendment (such as
a merger, plan transfer or similar transaction) shall be effective to the extent
it  eliminates  or reduces any  "Section  411(d)  protected  benefit" or adds or
modifies  conditions  relating to "Section  411(d)(6)  protected  benefits," the
result of which is a further  restriction  on such benefit unless such protected
benefits are preserved  with respect to benefits  accrued as of the later of the
adoption date or effective date of the amendment.  "Section 411(d)(6)  protected
benefits" are benefits described in Code Section 411(d)(6)(A),  early retirement
benefits, retirement-type subsidies and optional forms of benefits.

SECTION l5  CONSTRUCTION
------------------------




                                       36
<PAGE>



       l5.0l  The  provision  of this Plan  shall be  construed,  regulated  and
administered  according  to the laws of the  State of New  York,  except  to the
extent preempted by Federal law.

              Wherever applicable, the masculine pronoun as used herein shall be
deemed to include the  feminine  pronoun,  and the  singular  shall be deemed to
include the plural.

SECTION l6  TRUST AGREEMENT AND EXHIBITS
----------------------------------------

       l6.0l The Exhibits,  including the Trust  Agreement,  attached hereto are
hereby incorporated by reference herein.



Executed this 1st day of April, l997.



                                        NATIONAL HOME HEALTH CARE CORP.




                                        By: /s/  Frederick H. Fialkow
                                           -----------------------------
                                           Frederick H. Fialkow, President


                                            /s/  Robert P. Heller
                                           -----------------------------
                                           Robert P. Heller, Trustee




                                       37
<PAGE>



                                    EXHIBIT A
                                    ---------

                         PARTICIPATING EMPLOYERS IN PLAN
                         -------------------------------



       As of April 1, 1997,  National  Home Health Care Corp.  and the following
entities are Employers  participating  in the Plan on behalf of their respective
employees:

       Health Acquisition Corp.
       Nurse Care, Inc.
       New England Home Care, Inc.
       National HMO (New York), Inc.


                                       A-1

<PAGE>



                                    EXHIBIT B
                                    ---------


                                    TOP-HEAVY
                                    ---------


       1.     Effective  Date - The  provisions  of this  Exhibit B shall become
effective for the first Plan Year after 1983 in which this Plan is Top-Heavy.

       2.     Definitions

              (a) "Key Employee" shall mean any employee or former employee (and
the  beneficiaries of such employee) who at any time during the plan year of any
of the four (4) preceding plan years was: (i) an officer of the Employer  having
an annual  compensation  in excess of 150  percent of the dollar  limitation  in
effect under Section 415(b)(1)(A) of the Code; (ii) 1 of the 10 employees having
compensation  from the  Employer  of more than the  limitation  in effect  under
Section  415(c)(1)(A)  and owning (or  considered  owning under Section 318) the
largest  interest in the Employer;  (iii) a 5-percent  owner of the Employer (as
defined in Code Section 416); and or (iv) a 1-percent  owner of the Employer (as
defined in Code Section  416(i)(B)(ii))  who has annual  compensation for a Plan
Year of more than $150,000.  For purposes of the rules of Sections 414(b),  (c),
(m) and (o) of the Code shall not apply.

              (b)  "Top-Heavy  Plan Year"  means,  with respect to any Plan Year
that begins after 1983, any such year in which the Top-Heavy Ratio exceeds 60%.

              (ii)  "Super  Top-Heavy  Plan Year" means a Plan Year in which the
Top-Heavy Ratio exceeds 90%.

              (c)  "Compensation"  means  the  total  remuneration  paid  to  an
Employee and reportable for purposes of Federal Tax Form W-2.

              (d) "Top-Heavy  Ratio" means, as of the  Determination  Date for a
Plan Year (last day of the preceding Plan Year),  the ratio of (i) below to (ii)
below:

                     (i) the sum of (A) and (B)

                            (A) the aggregate present values of accrued benefits
for all Key Employees under this Plan, plus

                            (B) the aggregate  account  values and the aggregate
present values of accrued  benefits for all Key Employees  under all other plans
in the Aggregation Group in which this Plan is included,


                                       B-1

<PAGE>



                     (ii) all such aggregate  values for all  individuals  under
all plans in such Aggregation Group.

              In  determining  the  value  of any  individual's  account  or the
present  value of his accrued  benefit  under this Plan or any other plan in the
Aggregation Group:

                            (1) the value of such  account or the present  value
of such accrued benefit shall be increased by the aggregate  distributions  made
with respect to such  individual  from such plan during the five (5) year period
ending on the Determination Date;

                            (2) rollover  contributions and transfers from other
plans shall not be taken into account to the extent  provided  under Section 416
of the Code and the regulations thereunder;

                            (3) for Plan  Years  beginning  after  December  31,
1984, if any person has not  performed  services for the Employer or any Related
Company at any time during the five (5) year period ending on the  Determination
Date,  then the  present  value of the  Member's  accrued  benefits  and account
balances shall not be taken into account; and

                            (4) in the  case  of a  defined  benefit  plan,  the
present value of such accrued  benefit  shall be  determined by using  actuarial
assumptions set forth for such purpose in such Plan.

              (e)  "Aggregation  Group"  means all plans of the Employer and any
Related Company (including  terminated Plans) in which one or more Key Employees
are participants,  and all other plans maintained by the Employer or any Related
Company that enable any plan in which a Key Employee is a participant  to comply
with the coverage and nondiscrimination requirements of Section 401(a)(4) or 410
of the Code;  and all plans of the  Employer  and any Related  Company  that the
Employer  designates as part of the  Aggregation  Group,  provided the resulting
Aggregation  Group meets the  coverage  and  nondiscrimination  requirements  of
Sections 401(a)(4) and 410 of the Code.

       3.     Determination  of  Top-Heaviness  - For the  purpose  of  making a
determination  as to the  top-heaviness of this Plan under Section 416(g) of the
Code,  this  Plan  will be  aggregated  with any other  plan  maintained  by the
Employer and/or a Related Employer in the Aggregation Group. Pursuant to Section
416(g),  the  Top-Heavy  Ratio  for Key  Employees  for any Plan  Year  shall be
determined as of the last day of the preceding Plan Year ("Determination  Date")
based on the  actuarial  assumptions  set forth in the defined  benefit plan, if
any, for the purpose of  determination  of  top-heavy,  and the present value of
Accrued Benefits  determined by such assumptions as of the Valuation Date, under
the  defined  benefit  plan,  and the value of  Accounts  under this  Plan.  The
Valuation  Date  shall  be  the  first  day of  the  Plan  Year  in  which  such
Determination  Date occurs for a defined benefit plan, and shall be the last day
of the Plan Year for a defined contribution plan. The Determination Date for the
first Plan Year for which this  amendment and  restatement  shall apply shall be
December 31, 1991.

                                       B-2

<PAGE>



       4.     Minimum  Benefit  - For any  Plan  Year  for  which  this  Plan is
Top-Heavy,  a Minimum Benefit shall be payable under this Plan to any Member who
is not a Key Employee. Any such Member who is eligible to participate under this
Plan  pursuant  to Section  2.01 and who is in the employ of an  Employer on the
last day of the given Plan Year shall  receive a Minimum  Benefit equal to 3% of
Compensation  (as defined in this Exhibit B) over the sum of (a) and (b),  below
(subject to the limitation set forth in (c), below):

              (a) Any contributions  and forfeitures  allocated to the Account C
of a Member;

              (b) Any amounts treated as employer  contributions,  for top-heavy
purposes, pursuant to Regulation 1.401(m)-1(f)(12)(iii) and 1.416-1(m-19); and

              (c)  Notwithstanding  the foregoing,  if the largest allocation to
the  Account A,  Account B and  Account C of any Key  Employee,  expressed  as a
percentage of  compensation,  is less than 3% for a given Plan Year, the Minimum
Benefit  provided to non-Key  Employees for such Plan Year shall be such reduced
percentage of compensation.



                                       B-3

<PAGE>



                                    EXHIBIT C
                                    ---------













                         NATIONAL HOME HEALTH CARE CORP.
                       SAVINGS AND STOCK INVESTMENT TRUST






















                              AS AMENDED & RESTATED
                             EFFECTIVE APRIL 1, 1997



<PAGE>




       AGREEMENT  effective the 1st day of April,  1997 by and between  National
Home Health Care Corp.,  a corporation  organized and existing under the laws of
the State of Delaware  (hereinafter  referred to as the "Company") and Robert P.
Heller  (hereinafter  referred to as the "Trustees," which shall also be read to
mean the singular whenever there is just one Trustee).

                               W I T N E S S E T H

       WHEREAS,  effective March 1, 1986, the Company had authorized and adopted
a defined  contribution plan and trust for its eligible employees,  known as the
National Home Health Care Corp.  Savings and Stock Investment Plan  (hereinafter
referred to as the "Plan"); and

       WHEREAS,  effective  April 1, 1997,  the provisions of the Plan have been
amended and restated in their entirety; and

       WHEREAS,  under the Plan,  funds  have been and will from time to time be
contributed to the Trustees,  which funds, as and when received by the Trustees,
will  constitute  a trust  fund to be held in Trust for the  benefit  of members
under the Plan and their beneficiaries; and

       WHEREAS, it is intended that the Plan and Trust shall continue to qualify
and the Trust shall continue to be tax exempt under the applicable provisions of
the  Internal  Revenue Code of 1986 as it now exists or from time to time may be
amended  (hereinafter  referred to as the  "Code"),  and that the Plan and Trust
shall  continue to conform in all  respects to the  provisions  of the  Employee
Retirement Income Security Act of 1974 as it now exists or from time to time may
be amended (hereinafter referred to as "ERISA"); and

       WHEREAS,  the  Company  desires  the  Trustees  to  continue  to hold and
administer  such funds and the  Trustees  are  willing to  continue  to hold and
administer such funds pursuant to the terms of this Agreement; and

       WHEREAS,  the Company  wishes to amend and restate the  provisions of the
Plan relating to the Trustees and the trust fund in this document,  known as the
"National  Home  Health  Care  corp.   Savings  and  Stock   Investment   Trust"
(hereinafter  referred  to  as  the  "Trust"),   the  provisions  of  which  are
incorporated by reference in and made a part of the Plan;

       NOW, THEREFORE, in consideration of the terms and mutual covenants herein
contained, the Company and the Trustees do hereby covenant and agree as follows:

       Section 1. The Trust Fund.  The Trust shall consist of such sums of money
and other property acceptable to the Trustees as shall from time to time be paid
or delivered to the Trustees.  All such money and property, all investments made
therewith,  and all proceeds thereof and all earnings and profits thereon,  less
the  payments  which  at the  time of  reference  shall  have  been  made by the
Trustees, as authorized herein, are referred to herein as the "Fund."

                                       C-1

<PAGE>



       Section  2.  General  Duties  of  Trustees.  It  shall be the duty of the
Trustees to hold,  to invest and to reinvest  the Fund,  and to pay to or on the
order of the Committee including, when the Committee shall so order, payments to
the Members under the Plan and their beneficiaries. Such orders need not specify
the  application  to be made of  moneys so  ordered  and,  except  as  otherwise
provided in Section 6A, B or C hereof,  the Trustees shall not be responsible in
any way respecting such application or for the  administration  of the Plan. The
Trustees shall be under no duty to enforce  payment of any  contribution  to the
Fund and shall not be  responsible  for the adequacy of the Fund to make benefit
payments and to meet and discharge other liabilities under the Plan.

       The Trustees shall discharge their duties under this Agreement  solely in
the interest of Members under the Plan and their beneficiaries and, in so doing,
shall be guided by the following prime directives:

       A. The Fund  shall be held by the  Trustees  in Trust and  dealt  with in
accordance with the provisions of this Agreement  insofar as they are consistent
with the applicable provisions of the Code and ERISA, and the Regulations issued
thereunder, as the same from time to time may be amended.

       B. The Fund shall be held by the  Trustees for the  exclusive  benefit of
Members under the Plan and their  beneficiaries  and for the payment of expenses
of the Plan and of the Trust  created  hereby,  and at no time shall any part of
the  corpus  or  income  of the Fund be used for any  other  purpose  except  as
follows:

              (i) If the Company makes a contribution  by a mistake in fact, the
Committee may direct the Trustees to return such  contribution to the Company at
any time within one year after payment of the contribution.

              (ii) If a  contribution  by the Company is  expressly  conditioned
upon its  deductibility  under Section 404 of the Code,  then, to the extent the
deduction is  disallowed,  the  Committee  may direct the Trustees to return the
disallowed  portion thereof to the Company at any time within one year after the
disallowance of such deduction.

              (iii) If a  contribution  by the Company is conditioned on initial
qualification  under  Section  401(a) of the Code,  and if the Plan  receives an
adverse determination with respect to its initial  qualification,  the Committee
may direct the Trustees to return such  contribution  to the Company  within one
year after  such  adverse  determination,  but only if the  application  for the
determination is made by the time prescribed by law for filing the Company's tax
return for the taxable year in which the Plan was adopted, or such later date as
prescribed by applicable law.

              (iv) Any  contribution  returned  pursuant  to (i),  (ii) or (iii)
above shall be adjusted to reflect its proportionate share of Trust Fund losses,
if any,  attributable to such excess contribution.  Any earnings attributable to
such excess contribution may not be returned to the Company.


                                       C-2

<PAGE>



       C. The Trustees  shall  discharge  their duties under this Agreement with
the care, skill, prudence and diligence under the circumstances then prevailing,
that a prudent man acting in like  capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims.

       D. The Trustees  shall  diversity the  investments  of the Trust so as to
minimize the risk of large losses,  unless under the circumstances it is clearly
prudent not to do so.

       Section 3. Investment of Fund. The Trustees shall invest and reinvest the
principal and income of the Fund and keep the Fund invested, without distinction
between principal and income, as follows:

       A.  Subject to the  settlor's  intent that Trust assets  attributable  to
Members'  Accounts  B be  invested  primarily  in money  market  funds  and,  in
accordance  with Paragraph C below,  Company  securities,  the Trustees also may
invest in any and all common stocks, preferred stocks, bonds, notes, debentures,
mortgages   regardless  of  the  degree  of   subordination,   equipment   trust
certificates, investment trust certificates, real and personal property wherever
situated,  and in such other  property,  investments and securities of any kind,
class or  character as the  Trustees  may deem  suitable for the Fund,  and such
investment and reinvestment shall not be restricted to properties and securities
authorized for investment by trustees under any present or future law.

       B. The Trustees  shall,  to the extent from time to time  directed by the
Committee,  use the Fund to purchase and maintain  insurance policies or annuity
contracts issued by an insurance company approved by the Committee.

       C.  The  Trustees  may  invest  in  any  preferred  and  common   stocks,
securities,  property or obligations or other  evidences of  indebtedness of the
Company or any of its subsidiaries or affiliates even though the same may not be
legal investments for Trustees under the laws applicable,  but in no event shall
any such  investment  be made unless and to the extent that such  investment  is
permitted under the applicable provisions of ERISA. With respect to the purchase
of the common stock of the Company, the Trustee is hereby authorized to purchase
such  stock  from the  Company  or from any  shareholder,  and such stock may be
outstanding,  newly issued or treasury stock,  subject to provisions of the Code
and ERISA.

       D. The Trustees shall coordinate  their investment  policy hereunder with
the  Plan's  short-term  and  long-term   financial  needs  (such  as  liquidity
requirements and expected investment performance), as expressed in any statement
of "funding  policy"  established  under the Plan in  accordance  with ERISA and
furnished to the Trustees by the Committee.

       E. The Trustees shall, to the extent provided for in the Plan, follow the
written instructions of Members directing the investment of their Accounts under
the Plan,  subject to the terms and limitations set forth in the applicable Plan
provisions.


                                       C-3

<PAGE>



       Section 4. Powers of Trustees. The Trustees are authorized and empowered:

       A. To purchase or subscribe for any  securities or other  property and to
retain in Trust such securities or other property.

       B. To sell for cash or on  credit,  to grant  options,  convert,  redeem,
exchange for other securities or other property,  or otherwise to dispose of any
securities or other property at any time held by them.

       C. To settle,  compromise or submit to arbitration,  any claims, debts or
damages, due or owing to or from the Trust, to commence or defend suits or legal
proceedings and to represent the Trust in all suits or legal proceedings.

       D.  To  exercise  any  conversion  privilege  and/or  subscription  right
available in connection  with any  securities or other property at any time held
by them; to oppose or to consent to the reorganization,  consolidation,  merger,
or readjustment of the finances of any corporation, company or association or to
the sale, mortgage, pledge or lease of the property of any corporation,  company
or  association  any of the  securities of which may at any time be held by them
and to do any act with reference thereto, including the exercise of options, the
making of agreements or subscriptions  and the payment of expenses,  assessments
or  subscriptions,  which may be deemed  necessary or  advisable  in  connection
therewith,  and to hold and retain any  securities or other  property which they
may so acquire.

       E. Subject to the  provisions of the Plan  regarding  Company  Stock,  to
exercise,  personally  or by general or limited  power of  attorney,  any right,
including the right to vote,  appurtenant  to any  securities or other  property
held by them at any time.

       F. To  manage,  administer,  operate,  lease  for any  number  of  years,
regardless of any restrictions on leases made by fiduciaries,  develop, improve,
repair,  alter,  demolish,  mortgage,  pledge, grant options with respect to, or
otherwise  deal with any real  property or interest  therein at any time held by
them.

       To hold any such  real  property  in their  own names or in the name of a
nominee,  with the addition of words  indicating that such property is held in a
fiduciary capacity. However, no such holding shall relieve the Trustees of their
responsibility  for the safe custody and  disposition  of the Fund in accordance
with the provisions of this Agreement;  the Trustees' books and records shall at
all time  show that such real  property  is part of the Fund;  and the  Trustees
shall be absolutely  liable for any loss occasioned by the acts of their nominee
with respect to real property registered in the name of the nominee.

       To renew or extend or  participate  in the  renewal or  extension  of any
mortgage,  upon  such  terms  as may be  deemed  advisable,  and to  agree  to a
reduction in the rate of interest on any mortgage or of any guarantee pertaining
thereto, in any manner and to any extent that may be deemed advisable

                                       C-4

<PAGE>



for the  protection  of the Trust Fund or the  preservation  of the value of the
investment;  to waive any default  whether in the performance of any covenant or
condition of any mortgage or in the performance of any guarantee,  or to enforce
any such  default in such manner and to such extent as may be deemed  advisable;
to exercise and enforce any and all rights of foreclosure, to bid in property on
foreclosure,  to take a deed in lieu of  foreclosure  with or  without  paying a
consideration  therefor and in connection therewith to release the obligation on
the bond  secured by such  mortgage,  and to exercise and enforce in any action,
suit or proceedings at law or in equity any rights or remedies in respect to any
such mortgage or guarantee.

       G. To hold  such  portion  or all of the  Trust  Fund  uninvested  as the
Trustees may from time to time deem to be in the best interest of the Fund.

       H. To  employ  in the  management  of the  Fund  suitable  agents,  and a
suitable  investment  counselor  (hereinafter  referred  to  as  an  "Investment
Adviser" as  distinguished  from an  Investment  Manager  appointed  pursuant to
Section 12 hereof),  and to pay their reasonable expenses and compensation.  The
Trustees  shall select an agent or an Investment  Adviser with the care,  skill,
prudence and diligence  under the  circumstances  then prevailing that a prudent
man acting in a like  capacity and familiar  with such matters  would use in the
conduct of an enterprise of a like character and with similar aims.

       I. To register any  securities  held by them hereunder in their own names
or in the name of a nominee  with the  addition  of words  indicating  that such
securities are held in a fiduciary capacity and to hold any securities in bearer
form.   However,   no  such  holding   shall   relieve  the  Trustees  of  their
responsibility  for the safe custody and  disposition  of the Fund in accordance
with the provisions of this Agreement;  the Trustees' books and records shall at
all times show that such securities are part of the Fund; and the Trustees shall
be absolutely  liable for any loss  occasioned by the acts of their nominee with
respect to securities registered in the name of the nominee.

       J. To form  corporations  and to  create  trusts  to  hold  title  to any
securities  or other  property,  all upon such  terms and  conditions  as may be
deemed advisable.

       K. To make, execute and deliver, as Trustees,  any and all deeds, leases,
mortgages,  conveyances,  contracts,  waivers,  releases or other instruments in
writing  necessary  or proper  for the  accomplishment  of any of the  foregoing
powers.

       L. To borrow money from time to time from any lender (other than from the
Trustees in their individual capacities or from any other party in interest with
respect  to the Plan or Trust) for the  purposes  of the Trust on such terms and
conditions as the Trustees, in their absolute discretion, may deem advisable and
to secure the repayment  thereof by pledging all or any part of the Fund, but no
person  lending money to the Trust shall be bound to see to the  application  of
the money loaned or to inquire into the validity, expediency or propriety of any
such borrowing.


                                       C-5

<PAGE>



       M. To open and  maintain  any bank account or accounts in the name of the
Trustees in any bank as the Trustees shall determine.

       N. In the  exercise of all powers  granted to the  Trustees,  each action
shall be approved by a majority of the Trustees.  Any  instrument to be executed
on behalf of the Trustees  including  any check issued by or to the order of the
Trustees may be made, executed,  signed, endorsed or delivered by any two of the
Trustees  (unless the Trustees shall  authorize one Trustee to sign on behalf of
all), and any person, firm or corporation, including any bank, may rely upon and
shall be protected  in relying upon the  signature of the Trustee or Trustees so
signing with the same force and effect as though all the Trustees had signed. If
there  be  only  one  Trustee  acting  hereunder,  his  action  alone  shall  be
sufficient.

       Section 5. Expenses and  Compensation  of Trustees;  Taxes.  The expenses
incurred by the Trustees in the performance of their duties,  including fees for
legal,  accounting,  actuarial and investment services rendered to the Trustees,
and such compensation to the Trustees as may be agreed upon in writing from time
to time between the Company and the Trustees, shall be paid from the Fund unless
paid by the Company; provided,  however, that any Trustee who receives full-time
pay from an Employer  whose  employees  are eligible for  membership in the Plan
shall receive no compensation for services as a Trustee except for reimbursement
for  expenses  properly and  actually  incurred.  All taxes of any and all kinds
whatsoever  that may be levied or assessed under existing or future laws upon or
in  respect  of the Fund or the  income  thereof  shall be paid  from the  Fund;
provided,  however,  that a tax which is imposed on a Trustee or other fiduciary
pursuant to ERISA, on account of his  participation in a prohibited  transaction
or other breach of fiduciary duty, shall not be paid from the Fund.

       Section 6.  Trustee's  Liability.  The  individuals  named  herein as the
Trustees  and any  successor  Trustees  shall  not be  liable  for  the  making,
retention,  or sale of any  investment  or  reinvestment  made by them as herein
provided  nor for any loss to or  diminution  of the Fund,  except  due to their
participation  in a  prohibited  transaction,  or their  lack of  prudence.  The
Trustees  may from time to time  consult  with counsel who may be counsel to the
Company,  and  shall  not be  deemed  imprudent  by  reason  of their  taking or
refraining from taking any action in accordance with the advice of counsel.

       A Trustee  shall be liable for a breach of  fiduciary  responsibility  of
another fiduciary (a co-Trustee,  or an Investment Manager appointed pursuant to
Section  12 hereof,  or any other  person  deemed a  fiduciary  pursuant  to the
applicable provisions of ERISA) only if such Trustee:

       A.     participates  knowingly in, or knowingly undertakes to conceal, an
act or  omission  of such other  fiduciary,  knowing  such act or  omission is a
breach; or

       B.     by his failure to comply with Section 2A, B, C or D hereof, he had
enabled such other fiduciary to commit a breach; or


                                       C-6

<PAGE>



       C.     has knowledge of a breach of such other fiduciary, unless he makes
reasonable efforts under the circumstances to remedy such breach.

       Section 7.  Accounts.  The  Trustees  shall keep  accurate  and  detailed
accounts of all  investments,  receipts,  disbursements  and other  transactions
hereunder, and all accounts, books and records relating thereto shall be open to
inspection  and audit at all  reasonable  times by any person  designated by the
Committee. Within 90 days following the close of each fiscal year, and within 90
days  after the  removal,  resignation  or death of a  Trustee  or  Trustees  as
provided  in  Section 8  hereof,  the  remaining  Trustees  shall  file with the
Committee  (and, in the case of the death of a Trustee,  the remaining  Trustees
and the representatives of the deceased Trustee shall file with the Committee) a
written account setting forth all investments, receipts, disbursements and other
transactions  effected  by them  during  such  fiscal  year to the  date of such
removal,  resignation or death.  Upon the expiration of 90 days from the date of
filing such annual or other account,  the Trustees shall be forever released and
discharged from all liability and  accountability  to anyone with respect to the
propriety  of  their  acts and  transactions  except  as to  those to which  the
Committee  shall  within  such 90 day  period  file  with the  Trustees  written
objections.

       Section 8. Removal or Resignation  of Trustees.  A Trustee may be removed
by the Company at any time upon 60 days notice in writing to the Trustee and the
Committee.  A Trustee  may resign at any time upon 60 days  notice in writing to
the Company and the Committee.  At any time the Company may reduce the number of
Trustees from several to one and, if a corporate  Trustee be named, it shall not
be necessary to appoint any co-Trustee.  The number of Trustees may be increased
to not more than seven. Upon the death, incapacity,  removal or resignation of a
Trustee,  the  Company may  appoint a  successor  Trustee  and, if it so elects,
successor  Trustees or additional  Trustees,  who shall have the same powers and
duties as those  conferred upon the Trustees  hereunder and, upon  acceptance of
such  appointment  by a successor  or an  additional  Trustee or  Trustees,  the
removed or resigned Trustee shall assign, transfer and pay out to such successor
Trustee,  and the continuing  Trustees,  if any, the funds and  properties  then
constituting  the Fund. The resigned or removed Trustee is authorized,  however,
to reserve  such sum of money as he may deem  advisable  for payment of fees and
expenses in connection with the settlement of his account, if such settlement be
necessary or otherwise.  Any balance of such reserve remaining after the payment
of such fees and expenses shall be paid over to the continuing Trustees, if any,
and the successor Trustee.

       Section 9. Certifications and  Communications.  Any action by the Company
pursuant to any of the  provisions  of this  Agreement  shall be  evidenced by a
resolution  of its Board  certified  to the Trustees  over the  signature of its
Secretary or Assistant Secretary under the corporate seal, and the Trustee shall
be fully  protected in acting in accordance with such resolution so certified to
them.  All orders,  requests and  instructions  of the Committee to the Trustees
shall be in writing signed by any member of the Committee and the Trustees shall
act and  shall be fully  protected  in acting in  accordance  with such  orders,
requests and  instructions.  The Company shall furnish the Trustees from time to
time  with  certified   copies  of  resolutions  of  its  Board  evidencing  the
appointment  and  termination  of office of any member of the  Committee and the
appointment of successors thereto.


                                      C-7

<PAGE>



       Section  10.  Other  Participating  Employers.  Any  company  which  is a
subsidiary of the Company or which may be affiliated with the Company in any way
and which is now or may  hereafter  be  organized  under the laws of the  United
States of America, or of any State or Territory thereof,  may adopt the Trust by
resolution of its own Board,  with the approval of the Board of the Company,  if
such subsidiary or affiliate shall have adopted the Plan.

       Any such  subsidiary  or affiliate  may at any time withdraw from further
participation in the Trust under this Trust Agreement. If it is determined that,
with respect to any  subsidiary  or  affiliate,  the Plan does not qualify under
Section 401(a) of the Code,  such  subsidiary or affiliate  shall be required to
withdraw  from  further  participation  in the  Trust as soon  thereafter  as is
administratively feasible. A withdrawing subsidiary or affiliate shall file with
the Trustees a document  evidencing its  withdrawal  from the Trust Fund and its
planned  disposition of the assets in accordance with the applicable  provisions
of the Plan.

       In such event, the Trustees shall thereupon  withdraw from the Trust Fund
such assets as they shall in their absolute discretion deem to be equal in value
to the  appropriate  share (as  determined  and certified to the Trustees by the
Committee)  of the Trust Fund then held in respect of the  participants  of such
subsidiary  or  affiliate.  Such  withdrawal  from  the  Trust  Fund,  or  in  a
combination  of  both,  in the  absolute  discretion  of the  Trustees,  and the
Trustees'  valuation of the assets of the Trust Fund for such  purpose  shall be
conclusive and binding on all persons.  Such former  subsidiary or affiliate may
thereafter  exercise in respect to such segregated portion of the Trust Fund all
the rights and powers  reserved to the Company  and to the  Committee  under the
provisions of this Trust Agreement.

       In a  similar  manner,  upon  written  direction  of the  Committee,  the
appropriate  share of the Trust Fund  determined by the Trustees to be then held
in  respect  of  the  employees  in  any  division,  plant,  location  or  other
identifiable  group or unit of the Company or of any subsidiary or affiliate may
be segregated,  and the Trustees shall hold such  segregated  assets in the same
manner and for the same  purpose as  provided in the event of  segregation  of a
subsidiary  or  affiliate,  and  the  Company  or  any  successor  owner  of the
segregated  unit shall have the rights  hereinabove  provided  for a  segregated
subsidiary or affiliate.

       Section 11. Other  Participating  Plans.  The Company may, subject to the
Trustee's consent, designate this Agreement and the Trust created hereby and the
Trustees hereof as the Agreement, Trust and Trustees, respectively, with respect
to any other  retirement  plan  maintained by the Company,  or any subsidiary or
affiliate of the Company, for its eligible employees (hereinafter referred to as
the "Participating  Plan"). All of the assets of each Trust participating herein
(hereinafter referred to as the "Participating  Trust") shall be pooled with the
assets of all the other Participating  Trusts, and shall be held and invested by
the Trustees as an undivided pooled Trust Fund  (hereinafter  referred to as the
"Consolidated  Trust  Fund") in  accordance  with the  terms of this  Agreement,
subject to the following provisions:

       A. The  Trustees  shall  commingle  such  assets and make joint or common
investments  and carry  joint  accounts on behalf of the  Participating  Trusts,
allocating undivided shares of such

                                       C-8

<PAGE>



investments,  accounts  and  pooled  assets  to  said  participating  Trusts  in
accordance  with  their  respective   interests.   With  respect  to  each  such
Participating  Trust,  the term "Trust Fund" or "Fund" as used in this Agreement
shall  mean  the  allocable  portion  of  the  pooled  fund  in  respect  of the
contributions to the Trustees pursuant to the applicable participating Plan, and
the  term  "Plan"  as  used  in  this   Agreement   shall  mean  the  applicable
Participating  Plan.  The  Trustees  shall  maintain a record  showing the total
amounts originally received by them with respect to each Participating Plan, the
total benefits paid by them with respect to each  Participating  Plan, the total
contributions  paid to them with respect to each  Participating  Plan, the total
expenses incurred by them with respect to each Participating Plan and the value,
at both book and market, of the accumulated  assets held by them with respect to
each Participating  Plan, and the Trustees shall adjust such record from time to
time and as of each date on which a  Participating  Plan  shall  become  such or
shall  cease to be such.  Each  account  rendered  by the  Trustees  pursuant to
Section 7 hereof  shall  indicate  the  portion of the  Consolidated  Trust Fund
allocable to each Participant Trust.

       B. With respect to each Participating Trust, the term "Committee" as used
in this  Agreement  shall mean the  administrative  committee  (by whatever name
designated) appointed to administer the particular  Participating Plan. However,
any direction made pursuant to this Agreement which affects the Trust as a whole
shall be made jointly by all such committees.

       C. The funds of the portion of the Consolidated  Trust Fund applicable to
a particular  Participating Plan may not under any circumstances be used to fund
or otherwise pay, in whole or in part, the retirement or other benefits  payable
under any other Participating Plan.

       D. The commingling of funds of a particular  Participating Trust with the
funds of the other Participating  Trusts as authorized herein shall be effective
only if, and so long as,  such  Participating  Trust is part of a  Participating
Plan which  qualifies  under Section 401(a) of the Code, and such  participating
Trust is entitled to tax exemption  under  Section  501(a) of the Code. If it is
determined  that a  Participating  Plan and Trust do not qualify  under  Section
401(a)  of the  Code,  or that a  Participating  Trust  is not  entitled  to tax
exemption  under Section  501(a) of the Code, the  Participating  Trust shall be
withdrawn from further participation in the Consolidated Trust Fund, pursuant to
Paragraph E, below, as soon thereafter as is administratively feasible.

       E. Any such Participating Trust may at any time be withdrawn from further
participation in the  Consolidated  Trust Fund under this Trust Agreement by the
Company or the  subsidiary  or  affiliate  filing  with the  trustees a document
evidencing such withdrawal from the Consolidated  Trust Fund and its continuance
of a trust in accordance with the provisions of this Trust  Agreement,  and such
trust and the funds allocable thereto shall thereupon be segregated and disposed
of in a manner similar to that provided for in Section 10 hereof.

       Section 12.  Appointment  of  Investment  Manager.  The Trustees in their
discretion and to the extent they may deem it necessary or desirable may appoint
as an Investment Manager:


                                       C-9

<PAGE>



       A.     a bank, as defined in the Investment  Advisers Act of 1940,  which
shall be  appointed  to serve in the  capacity of either a corporate  trustee or
custodian pursuant to a trust or custodial agreement,

       B.     an insurance  company  qualified to manage,  acquire or dispose of
the assets of an  employee  benefit  plan under the laws of more than one state,
which  shall be  appointed  pursuant  to a group  annuity  or other  appropriate
contract, or

       C.     a firm  registered as an investment  adviser under the  Investment
Advisers  Act of  1940,  which  shall be  appointed  pursuant  to an  investment
management or other appropriate  agreement,  which agreement with the Investment
Manager  (hereinafter  referred to as the "Investment  Agreement") shall provide
for the Investment Manager's receipt, retention,  investment and reinvestment of
assets  of the Fund as a  fiduciary  with  respect  thereto.  The  Trustees  may
transfer to the Investment  Manager any part or all of the assets of the Fund as
the Trustees shall deem advisable,  and the Investment  Manager shall invest and
reinvest  the assets so  transferred  and all income  and  increment  thereon in
accordance  with  the  terms  of the  Investment  Agreement.  In the  case of an
Investment  Agreement with a bank or trust  company,  said Agreement may provide
for the  investment  of the  assets  transferred  pursuant  thereto in any trust
qualified  under Section  401(a) and tax exempt under Section 501(a) of the Code
which is maintained by such designated bank or trust company as a medium for the
collective  investment  of pension,  profit  sharing or other  employee  benefit
trusts for which it acts as trustee or  custodian.  The Trustees  shall have the
right at any time and from time to time to direct the Investment  Manager to pay
over and to deliver to the Trustees such sums of money and other property at any
time  constituting  a part  of  the  assets  of the  Fund  in the  hands  of the
Investment  Manager as the Trustees may direct,  and the Trustees shall have the
authority to receive the same from the Investment Manager subject,  however,  to
the terms of this  Agreement.  The  Trustees  may provide for the payment of the
reasonable fees and expenses of the Investment Manager. In the event of a breach
of  fiduciary   responsibility   of  an   Investment   Manager,   the  Trustees'
responsibility  therefor  shall be  determined  in  accordance  with  Section 6A
hereof.

       Section 13. Amendment of Trust Agreement.  The Company reserves the right
at any time and from time to time by  action of the Board to amend,  in whole or
in part,  any or all of the  provisions of this  Agreement by notice  thereof in
writing  delivered to the  Committee  and the  Trustees,  provided  that no such
amendment which affects the rights,  duties or  responsibilities of the Trustees
may be made without their consent,  and provided  further that no such amendment
shall  authorize  or  permit,  at any  time  prior  to the  satisfaction  of all
liabilities with respect to the members under the Plan and their  beneficiaries,
any part of the  corpus  or  income  of the Fund to be used for or  diverted  to
purposes  other  than  for the  exclusive  benefit  of such  members  and  their
beneficiaries.

       Section  14.  Termination  of  Plan  and  Trust.  In  the  event  of  the
termination of the Plan as provided  therein,  the Trustees shall dispose of the
Fund in accordance  with the written order of the  Committee.  Upon the complete
distribution of the Fund, the Trust shall terminate.


                                      C-10

<PAGE>




       Section  15.  Applicable  Law.  This  Agreement  shall  be  administered,
construed, and enforced according to the laws of the State of New York.

       IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be
executed and their  corporate  seal to be hereunder  affixed and attested on the
1st day of April , 1997.


                                        NATIONAL HOME HEALTH CARE CORP.




                                        By: /s/  Frederick H. Fialkow
                                           -----------------------------
                                           Frederick H. Fialkow, President


                                            /s/  Robert P. Heller
                                           -----------------------------
                                           Robert P. Heller, Trustee






                                      C-11

<PAGE>






                                    EXHIBIT D
                                    ---------


                                LOANS TO MEMBERS
                                ----------------


D.1 Authorization
-----------------

       The Trustee is  authorized to allow loans from the Plan to any Member who
requests the same and who  satisfies the criteria for loans  established  by the
Trustee.   The  Committee  shall  establish  a  "participant  loan  program"  in
compliance with Labor Regulation ss.2550.408(b).  The terms of such loan program
shall be in writing  and shall  constitute  part of the Plan.  Such terms  shall
include:

                     The  identity  of the  person or  persons  responsible  for
              administering the participant loan program;

                     A procedure for applying for loans;

                     The basis on which loans will be approved or denied;

                     Limitations on the terms and amount of loans offered;

                     The   procedure   under  the  program  for   determining  a
              reasonable  rate of interest;  The types of  collateral  which may
              secure a loan; and

                     The events constituting  default and the steps that will be
              taken to preserve plan assets in the event of default.

D.2 Requirements
----------------

                     Loans shall be made  available  to Members on a  reasonably
              equivalent basis,  without regard to race, color,  religion,  sex,
              age or national origin.

                     Loans  shall not be made  available  to Highly  Compensated
              Employees in an amount  greater than the amount made  available to
              non-Highly Compensated Employees.

                     Loans  shall  be  adequately   secured  and  shall  bear  a
              reasonable interest rate.


                                      D-1
<PAGE>






D.3 Limitations
---------------


                     In no event  shall the amount  loaned to any Member  exceed
              the lesser of:

              (1)    twenty-five thousand dollars ($25,000), or

              (2)    fifty (50%) percent of the Member's vested Account.

                     All loans from all plans of the Employer and other  members
              of a group of employers described in Sections 414(b), (c), (m) and
              (0) of the Code shall be aggregated.

                     All loans will, by their terms,  require repayment in equal
              installments, payable by payroll deduction or, if the Member is on
              an unpaid leave of absence, not less frequently than monthly, over
              a term of not more than five (5) years.

D.4 Prohibitions
----------------

              (a) No  loans  shall  be made  that  would  constitute  prohibited
transactions,  as that term is defined in Section 406 of ERISA and Section  4975
of the Code,  unless an  exemption  for the loan has been  obtained  pursuant to
Section 408 of ERISA.

              (b)  Notwithstanding  any other  provision  of this Exhibit D, any
amounts  invested in Company  Stock that are not  eligible to be  reinvested  in
other  Investment  Funds also are not  available  as payment to a Member as loan
proceeds.